Fran and Maggie end up fighting after Maggie's boyfriend gets interested in Fran. Maxwell gives C.C. a dog for her birthday.

C.C. encourages Grace to go on a playdate with a critic's son in order to get him to like Maxwell's new show, but problems arise after Fran hits the obnoxious child with a baguette.

C.C.'s father invites her to a Barbra Streisand concert in an attempt to bond with his daughter, but after C.C. declines, her father invites Fran to the concert, which makes C.C. jealous.

Fran inherits a mink from an aunt, which upsets Maggie, who protests against using animal products.

Fran offers to take care of Chester while C.C. is having some work done in her apartment. Meanwhile, C.C. gets their first feature film rights for "Lamb Chop: The Movie". Mr. Sheffield invites Shari Lewis to stay at his house, and of course Fran has to snoop around her stuff. She accidentally lets go of Chester, who eats Lamb Chop. Knowing she'll get in trouble, Fran makes a "Fran-Chop", a modified version of Lamb Chop, but Niles finds the real one in the laundry basket, and Lamb Chop decides to break the contract.

After losing to Fran in tennis, Maxwell goes through a midlife crisis including dressing younger and buying a flashy sports car. Fran finally makes him realize his life is great, and the two of them go for one last hurrah in the sports car.

Mr. Sheffield is off to Paris. His mother wants him to talk to Nigel, his brother, who's spending his trust fund on a nightclub. He accidentally takes the bag with Chester instead of the one with his clothes to Paris, and Fran chases him into the plane. Unfortunately, it's too late to get out, and now Fran and Maxwell are together in Paris. They go shopping and touring around the city, after Maxwell has a horrible fight with Nigel. Eventually, he realizes all he wants is to be like Nigel, so he takes the first flight back to NY. The plane goes through heavy turbulence, and upon the threat of a disaster Maxwell opens his heart and tells Fran he loves her. To Be Continued…

Fran takes Gracie to the Loehmann's Semi Annual Red Star Clearance and has to fight over a green sweater with another woman. Back at the mansion, Brighton is having some problems with his science grade and Maxwell tells him he'll be sent to military school shall his grades not rise. He also tells Fran not to help him with his science project, but of course Fran doesn't listen to him. They decide to warm up a bird's eggs with lights and make a report on the birth, but Fran forget the lights on and the eggs hard boil. Now she has to ask Brighton's teacher for an extension, and what a surprise when she turns out to be the same lady Fran stole the green sweater from.

Jay Leno leaves his dog under the cares of Mr. Sheffield. Meanwhile, Fran is being audited for her taxes, and not even flirting and champagne can help her out. She calls Mr. Sheffield for help, and they go to the IRS office to prove Fran's income taxes. The hearing doesn't go too good until Jay Leno shows up, making the appeals officer happy enough to dismiss the case.

Fran's high school classmate, Morgan Faulkner, is hired by Mr. Sheffield as the star of his upcoming play. This causes Fran to get a bit envy, seeing how Morgan's life turned out great while she is just a nanny. On top of that, Maggie decides not to go to college and become Morgan's personal assistant (just what Fran needed. She's rich, beautiful, famous, and now she's stealing her children!), but Fran manages to talk her out of it. Meanwhile, the entire family is invited to Passover at the Fine's, and Niles quickly learns the secrets of the Jewish cuisine.

Needing extra money for Yetta's bridal shower, Fran is hired by to be Chester's dog walker. As Fran and Gracie are strolling in Central Perk, a man distracts them and steals Chester. He asks for $20,000 for Chester to be returned safe, and for that much money Fran and Val decide to take over the investigation and rescue Chester themselves, but of course they also end up being kidnapped. Now the kidnapping couple is asking for $40,000 to return the ladies and the dog. Mr. Sheffield goes out for the rescue, but Fran gets rid of the kidnappers with some laxative chocolate Yetta gave her.

Fran's obsessed about getting pregnant, so Max decides to take her up to a ski trip in Aspen to get her mind off it a little. He arranges for them to be at the First Family's table on his gala dinner, but advices Fran about all the things she's forbidden to talk about in their presence. Maxwell is the one who ends up embarrassing himself for a change. While practicing for skiing with the president, Fran and Max get lost in a cage, where they decide to "warm" each other. Fran catches a cold, but the pharmacy won't give her the antibiotics until they run a few tests. When the results come back, Fran discovers that she is pregnant!

While still shocked about finding out Niles and C.C.'s secret affair, Fran and Maxwell worry about something else: it seems like Max's biggest chance to beat Andrew Lloyd Weber at the Tonys is going to be wasted, since he can't get a decent play script and thus won't open any new shows. Fran shows him Yetta's old love letters she wrote to a waiter she met on the ship that brought her from Romania, but Maxwell doesn't think those will make a good play. The letters get accidentally sent to Andrew Lloyd Weber's office and he tries to buy the play rights for Yetta's letters, but Maxwell steps in – thanks to Sylvia's power of attorney – and opens one of the most exciting plays of the season!

When Libby, the Chatterbox hairdresser/fortune teller, predicts Val will hook up with Fred the pharmacist and it happens, Fran worries her prediction might come true too. Libby said she saw Maxwell in bed with a leggy blonde in Beverly Hills. Coincidentally, Max has to fly to L.A. because his pilot was picked up. Fran and Niles assume the leggy blonde is Ms. Babcock and fly after them. After meeting Fran Drescher at the hotel lobby, they discover C.C. and Max changed rooms after Niles crawls up Max's bed! Turns out he's the leggy blonde! Meanwhile, Brighton has problems telling his father he doesn't want to go to Harvard and wants to take a year off instead.