When Brighton gets caught smoking in school, Fran takes him to see her grandma Yetta to teach him a lesson.

Yetta moves in with the family when her home is fumigated, but Fran thinks she might be a bad influence for the children.

Fran's anniversary as a nanny for the Sheffields is coming up, but Maxwell seems to have forgotten all about it.

Fran and C.C. ends up locked inside Maxwell's wine cellar.

Maxwell hires a child star to be in his new musical, but Fran convinces the boy to quit show business.

Mr. Sheffield wants Brighton to play more sports, so Fran takes him to play baseball in Flushing. At Sylvia's, he shows an incredible talent for playing canasta, so he joins Yetta's canasta team to play in Atlantic city. Fran is soon kicked out of the team, but at the very last minute Brighton realizes that he doesn't belong to a group of Jewish women from Flushing and gives his place to Fran.

Mr. Sheffield is trying to win Andrew Lloyd Webber over a play written by famous award winner playwriter Dakota Williams. In order to do so, Fran convinces Mr. Sheffield that they should attract Dakota with a gorgeous girl - Yetta! The two have a romantic night in their own way, but when Mr. Sheffield finds out that the play was never finished, he tells Yetta to dump him to get out of the bad deal. When she does, they learn that Dakota has finally finished his play after having his heart broken.

Maggie is invited to her first sweet sixteen party, so Fran takes her to "The Chatterbox", her favorite beauty parlor. Meanwhile, Mr. Sheffield is holding auditions for his next play and this poor girl named Mary Ruth is rejected. She makes friends with Fran, who takes her to The Chatterbox to see if they can hire her as the new shampoo girl (a job also wanted by Sylvia). There, Mary Ruth soon noses herself into the personal life of the owner, Mr. Anthony, and his son, Mimo, who are trying to live without their wife and mother. In the parlor there is also Claude, the gay hairdresser, and Kim, the Chinese manicurist who can paint incredible things on her extra-long nails.

Fran's been going out with a rich, handsome Jewish doctor named Julius Kimble. After only 2 weeks, he asks her to marry him. Although having some doubts about it, Fran accepts after Sylvia pushes her into doing it. When they go out to buy Fran a ring, Julius disappears and takes the very expensive ring with him. Turns out he was just a thief and now Fran is left all alone. She blames her mother for the disaster and the Fine women end up going to a shrink to solve their problems. Back at home, both Mr. Sheffield and Fran complain about the lack of single attractive people for them to date.

Feeling that taking care of the kids has taken over her life and eliminated her personal life, Fran thinks about moving out of the mansion. But the real push is given by Mr. Sheffield who assures her she can't do it. So Fran and Val move in together to a very small apartment in a building full of gay men. Fran misses the mansion but doesn't want to give Mr. Sheffield the pleasure of being right. What she doesn't know is that he is also dying for her to come back. So they secretly ask for Sylvia's help, and Fran finally moves back to the mansion.

Sylvia hires Brighton to film one of Fran's cousin's bris. But Brighton didn't know what bris was and passes out during the most important moment of the party. Fran sends his video to "America's Wackiest Home Videos", and they are picked to go to the show. The entire family goes to Hollywood and tour around some filming lots. Fran, of course, gets lost while looking for a bathroom and ends up on the Dr. Quinn, Medicine Woman set. After being thrown out several times (and trying to get back in just as many times), they return to NY to discover that Mr. Sheffield's book is going to be published. Just another result of Fran's work (and U$2.500 she paid to have it published!)

Mr. Sheffield decides to send Maggie off to a convent in Switzerland and wants Fran to tell her the news. Trying to smooth things, Fran tells Maggie about the time she went to a kibbutz in Israel with Val, which makes Maggie want to go to a kibbutz as well. While not happy with her decision, Mr. Sheffield eventually agrees. But Fran later remembers that she hated the kibbutz and it was there she lost her "hat". Now she has to convince Mr. Sheffield to go back on his decision, which results in the whole family going on the kibbutz. Meanwhile, Niles has the holidays for himself and C.C. teases him for being cheap. They both go on their ways but meet in the most strange place.

When Fran gets Maggie smoking with her boyfriend, she pretends to smoke to Mr. Sheffield can teach her a lesson in front of Maggie, so she doesn't have to tell on Maggie and lose her trust. But Mr. Sheffield exceeds himself a little too much which results in Fran leaving the house. After a few hours of wondering where she is (and remembering all the unique situations they all have been since Fran entered the house), Mr. Sheffield finds her at Roger Clinton's, where Fran pretends to have an offer from Hillary just to Mr. Sheffield would beg her to come home.

Fran feels like Mr. Sheffield's life is falling in a routine and convinces him to change. Meanwhile, she is terrified to learn that her mother kicked her father out of the house and go to her grandmothers for help. To make things better, Gracie doesn't want Fran to go on her play dates, which only makes Fran want everything go back to the way it was. When Sylvia and Morty finally make up, Fran still has to convince Mr. Sheffield not to make big changes in his life.

Mr. Sheffield has Elizabeth Taylor over, and like with all celebrities, Fran can't control herself until she meets her. A very friendly Elizabeth asks Fran to take her black pearls necklace to a courier, but of course Fran has to do it in her own way. She takes a cab, and accidentally bumps her head against the window when the driver misses a red light. She is taken to the hospital and wakes up with amnesia. She thinks she's Mrs. Sheffield, and after her she remembers what happened she finds herself in a lot of trouble when she realizes she lost Elizabeth Taylor's pearls.

Fran decides to go on a cruise to meet men with Val, but Mr. Sheffield quickly changes her plans and buys the entire family (his and hers) tickets to board the ship. While Niles and C.C. fight over who has to sleep in the same room with Yetta, Fran is excited to meet the single guy a psychic said she would meet. Sylvia introduces her to Steve, a fantastic man who is later thrown out of the ship for being a clandestine. Lucky Fran that Mr. Sheffield steps in as her mambo dancing partner and Fran gets her dance on water with the man of her dreams – even if she doesn't realize that!

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 and Val go to The Rosie O'Donnell Show and Fran is picked out of the audience to talk to Rosie. She's so natural and funny that Rosie asks her to come on the show as a regular guest to give parenting advises. C.C. jumps in as her agent, and Fran starts to have a taste of life as a celebrity. Maxwell gets scared of losing her and makes up a story about a dream he had where a ghost told him something horrible would happen to Fran if she didn't quit the Rosie Show. Fran gets fired and is replaced by a retired couple from Florida.

Maxwell's father is in town and Fran decides to help end the Sheffield family feud inviting James Sheffield over for dinner. He brings Joan with him, his old secretary for whom he left Max's mother. Maxwell is outraged at his father's selfishness during dinner, while Fran keeps wondering why can't Maxwell act more like his father and marry the help.

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.

Danny Imperiali, Fran's former fiance, is dead. At his funeral (while comforting Danny's widow Heather Biblow), she meets a Jewish man who is ignored by his former lover's family and got nothing after he died. Afraid the same thing will happen to her, Fran stands up for herself and imposes Mr. Sheffield to do something. Afraid his grandmother (who's in town visiting), might judge him and remove him from her will, Mr. Sheffield does nothing, so Fran quits. When he realizes he might have lost Fran forever, Mr. Sheffield goes after her and takes back taking back saying he loved her.

Fran freaks out on Mr. Sheffield after he brings home a model and makes out with her in the living room. Dr. Miller says Fran is upset because she is thinking of Maxwell as her husband, not as her employer. At the movies, she runs into Dr. Miller, but is shocked to see him picking his nose. She is so disgusted that she thinks of never seeing him again. Mr. Sheffield worries about her and confronts Dr. Miller about his actions, but gets very embarrassed when he finds out the "inappropriate behavior" Sylvia told him about wasn't what he had in mind. Meanwhile, C.C. is dumped by her boyfriend and asks Niles to escort her to an awards show, and the two end up having a very pleasant night out.

Yetta's got a new boyfriend, who's much younger than her (he's 60) and already proposed. Afraid he's after Yetta's money, Sylvia decides to go to the bank to make sure money can't be taken out of their joint accounts without both signatures. While waiting in line, a very bumbling bank robber takes over the bank and makes Sylvia and Fran hostages. The bank robber is so unprepared that he even forgets to put on the mask and accidentally reveals his name - Leslie Tilbett - and Fran ends up making friends with him. They chat, order some food, and the kidnapper even acts as mediator between Fran and Mr. Sheffield (who messed things up with Fran with a Valentine's Day faux pas). When Leslie decides to leave, Fran and Sylvia argue about the best way he should take to escape the cops and they both end up going with him. At the bank door, Mr. Sheffield apologizes for taking back saying he loved Fran, and they make up. Sylvia, though, is still taken as hostage, but the kidnapper is arrested afte

Mr. Sheffiled calls from the limo saying he has to repair a mistake he made to Fran 6 moths ago. She's very excited thinking he might take back taking back saying he loved her, but for her misery he only wanted to pay her extra money he got from tax refund. Tired of living on high expectations, Fran decides to take some time off the house and joins C.C. on jury duty. How surprised is Fran when the case is about a woman who chopped off her boss's hair just because he told her he loved her then took it back. Fran manages to convince the jury that the woman is not guilty, and finds out later that the man married the his employee. Meanwhile, Sylvia takes over Fran's job as the nanny, and the entire family starts to feel hungry since Sylvia is an eating machine.

After Niles is depressed about his life as a butler, he begins to act strange and while he is cleaning, he drops a piece of paper containing a list of items that convinces Fran that Niles is possibly a murderer due to his recent strange behavior and the contents of his list. A search of his room confirms her suspicions. During a stormy night, Maxwell takes the children out for dinner leaving Fran and Niles alone. Niles approaches Fran and she thinks Niles is about to murder her. He confronts Fran about how she knows what he is up to when in fact he is simply writing a play.

Fran offers herself for the charity auction Mr. Sheffield is putting together with Bette Midler. A gifted 10 year old pianist, son of a big time investor, wins the auction and gets to have Fran as his babysitter for 5,000 dollars. Fran takes him to Yetta's retirement home and while entertaining the elderly with his piano skills, one senior collapses and dies in front of the kid. Shocked, he says he will never play again, and his father cancels the 5 million he promised to invest. Bette Midler goes to the mansion herself to teach Fran a lesson, but luckily Gracie picked up a few things from Fran over the past 4 years, which is enough to convince the kid to play again and his father not to back out on the investment.

Fran is shocked to learn that her biggest rival, Heather Biblow (who stole her fiancé and her job) is starring on her favorite soap opera, "The Young and the Restless". Heather invites Fran and Val over to her Malibu beach house, where she can rub it on their faces how successful she is. Fran and Val visit the studios, where they run across some of their favorite celebrities. Heather has a really hard time memorizing the lines, and Fran doesn't think twice before jumping at the chance of finally stealing something from Heather: her daytime TV job. Fran is hired to replace her, and calls the mansion saying she won't return. C.C. is happy at first, but quickly realizes she needs Ms. Fine back when Maxwell hires a new nanny: Heather Biblow. Fran is so upset with the thought of Heather in the house that she is fired from the show and returns to NY to get her job back.

Sylvia decides to invest in a condo in Boca. This much anticipated fact that should come as a blessing for Fran upsets her deeply, and Dr. Miller says it's because deep down she doesn't want her mother to leave. Mr. Sheffield thinks if he takes Fran to see the condo she'll accept the idea, and just when Fran finally realized how much peace she'd get from that, they discover there isn't any condo, only a swamp. Fran's devastated (specially when Sylvia interrupts her fantasy from coming true), but at least she won't have to separate from her mother yet. Meanwhile, Niles feels bad for being the only one of his friends who's still single.

Mr. Sheffield is going to London to convince Celine Dion into doing Broadway. Fran decides to go after him and take advantage of the romantic scenario to solve their situation once and for all. After a romantic afternoon together, Max and Fran go back to the hotel and almost sleep together, if it wasn't for him backing out in the last minute. Insulted, offended and tired of all the cat and mouse play, Fran decides to leave him before it's too late for her to marry anybody. But they receive a phone call from NY saying that Niles just suffered a heart attack. Fran decides to stay and help while Niles recovers, giving Mr. Sheffield another chance to make a commitment. Meanwhile, C.C. is surprisingly sad after Niles's attack and even drops by at the hospital to bring him some flowers. She reveals to Fran that deep down she doesn't hate Niles as much as it seems.

Mr. Sheffield wants to buy himself some time before his relationship with Fran grows, so he asks Fran to redecorate the kitchen. Fran invites her cousin Sheila over to help her, and Sheila proposes a special aphrodisiac decoration to give Fran a little push in conquering Maxwell's heart. But Fran finds the similarities between her life and her cousin Sheila's too big and fears that Mr. Sheffield will dump her after seeing the new decoration (exactly what Sheila's husband did to her). Fran decides then to do her own decoration, and Maxwell loves it.

Maxwell invites Fran to be his date at the very exclusive dinner party given by Elton John to celebrate Tantrums and Tiaras, the new film he and his partner, David Furnish, are premiering. Unfortunately, Fran’s lurid past catches up with her when she appears in the film as the fam who prompted one of John’s “Tantrums” by verbally abusing Elton. Yes, it’s another Fine mess, and Fran – à la Lucy – goes to extraordinary lengths to hide her identity during dinner. Then, trying to hide her identity, she doesn’t make a very good impression as Maxwell’s date. Meanwhile, C.C. tries to cope with Maxwell’s apparent preference for Fran over her.

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.

Mai Ling, the Cambodian girl Fran and Val "adopted" in high school for 17 cents a day, is coming to NY to visit them. Sylvia doesn't like the girl, for whom Fran and Val fight over, resulting in a split up between the two best friends. Sylvia thinks Mai Ling will also come between Fran and Mr. Sheffield, but Fran finds out Mai Ling got engaged to Brighton to get a green card!

Upset about Yetta's upcoming wedding, Fran is advised by Dr. Miller to focus her energy on new life projects. She decides to pursue an old dream of becoming a weather girl, and thanks to Sammy, who's Bryant Gumbel uncle, Fran scores an audition for editorial commenter of Public Eye. Mr. Sheffield doesn't like the idea of Fran leaving the house, so he sets up a scheme with Gracie to convince Fran into quitting her new job. But they don't have to do that, Fran ruins her audition by herself (by mistaking gene therapy with therapeutic jeans). Meanwhile, Sylvia has problems accepting her soon-to-be stepfather.

Fran goes to Maggie's school to have a word with her Philosophy teacher and ends up developing a crush on him. After having to ask Maggie for her approval, Fran starts dating the gorgeous Jewish bachelor, which, of course, upsets Mr. Sheffield (who won't do anything regarding his true feelings towards Fran). Fran lies about her age to Professor Steve, and later pays the price when his astrologist tells him he should be with a woman in her mid-thirties – C.C.!

Margo Lange, the famous actress, is starring in one of Maxwell's plays, and Ms. Fine disguises as a gardener so she can spy on them. After being busted by Mr. Sheffield, Fran accidently sprays water on Margo, and as she tries to dry her, Margo's famous Marilyn-Monroe-like mole comes out. Fran takes her mom to the doctor, and as they were talking on the waiting room, Cindy Adams, the columnist, overhears the story about Margo's fake mole, and announces it on her show, which makes Margo quit the play. Now Fran has to make things up to Mr. Sheffield, and in order to do so, she comes up with the idea of selling fake moles on the internet with Margo. But the whole plan falls through after Maxwell blabs about it to Mel Brooks, who steals it. Maxwell asks Fran to marry him so he can be forgiven, but she says no to it because she doesn't want to marry a man out of guilt. But he actually meant it this time...

Fran is thrilled to tell the family that Maxwell has told her he loved her, and this time he didn't take it back! Everybody is happy for her (except for C.C.) and congratulate Fran. Maxwell reveals to Niles that he bought an engagement ring and is going to propose to Fran tonight. He, of course, can't keep a secret and tells Fran, who tells Sylvia, in a chain reaction that results in virtually everybody knowing about it. Maxwell asks Fran to invite her family over because they're having a very important dinner at the Rainbow Room and they should all be there. All the Sheffield and Fine families gather and wait for Maxwell, who never shows up. Afraid something happened to him (because she was sure he wouldn't just leave her waiting), Fran goes after him, and finds a passed out Mr. Sheffield behind the theater. He was knocked out by burglars who stole his watch and Fran's ring. Nevertheless, he proposes to Fran.

Fran decides that even though she's marrying Maxwell, she still wants to work. She decides to help him with his new play. They have to find a rapper and Fran gets Sammy's grandson, who is a gift wrapper instead. In major trouble, Fran has to turn the nerd gift wrapper into a music rapper in less than 24 hours to prove to Mr. Sheffield that she is not stupid. Meanwhile, C.C. feels left out and replaced by Fran, and Niles doesn't let the opportunity of teasing her go away, until she finally goes nuts and is taken to a mental hospital.

Pressured by his family, Maxwell wants Fran to sign a pre-nup, which upsets her. She thinks he doesn't trust her and/or doesn't have faith their marriage will last forever. Unbelievably, Val is the one that opens her eyes to what's happening and how it is better for Fran to sign it. Brighton has an ice-skating accident and is taken to the hospital, and Fran is not allowed in because she's not his legal guardian. So she disguises herself as a nun (much like in guest Whoopi Goldberg's Sister Act) in order to see him. In the hospital room, Fran tells Brighton, Maggie and Gracie that she loves them like they were hers. After listening to that, Maxwell decides he doesn't want Fran to sign any pre-nup, but the adoption papers that will make Fran the kid's mother. Meanwhile, C.C. sends in a temporary substitute, who walks, talks and acts just like her, for Niles's desperation - until she reveals her taste for men.

Maxwell's brother, Nigel, is back to throw him a bachelor party, and Fran is terrified because Maxwell doesn't know that she almost married Nigel a year and a half ago. She tries to keep it a secret, but after Nigel gets drunk at the party, he tells Maxwell, just as Fran comes out of the cake in a surprise for him (after Sylvia confessed that Morty cancelled his wedding and ran off with the cake girl - Sylvia!). Fran and Maxwell have a fight over it, and they end up calling the wedding off, until C.C. (under the influence of Prozac) tells Fran that Maxwell didn't spend 5 years "doing the one man show". So Fran gets Marla Maples, who had a quick fling with Maxwell a year and a half ago, and confronts Maxwell. They finally realize they love each other and call the wedding back on.

Fran moves to her mom's because she doesn't want Maxwell to see her 24 hours before the wedding. Maxwell's sister arrives for the wedding and says their mother is not coming because she doesn't like Fran, which concerns Maxwell, but after awhile he gets over it, after realizing that it's not important. Fran goes to Jersey to pick up her sexy white negligee that she had ordered specially for their wedding night. On their way back, Val's car breaks down in the middle of nowhere, and Sylvia, Val and Fran have to spend the whole day waiting for someone to rescue them. Maxwell is visited by a very special someone: Sara, his late wife, who comes to wish him a happy marriage and confess that she sent Fran into their lives. Val's mother call Maxwell and goes to rescue them.

Brighton wants to go to Atlantic City, and after his father says no he goes to Fran for help. But Maxwell is implacable and won't give in, so Brighton plays Fran against him saying he doesn't respect her or her opinion. Maxwell calls Fran the nanny and Sylvia advices Fran to hold up on "the bing-bing", but Fran can't. Her solution: hire a new nanny and act more like a wife. But Fran can't fit in among the snobbish country club people, and decides she should be in the house, both as nanny and as wife, since it was her (as the nanny) whom Maxwell fell in love with in the first place.

Sara's parents are visiting, and Max is afraid they might not like Fran, as he never told them about the marriage. Fran tries to do all the right things, but can't get it right. After she surprises them with the adoption plans, she gets the impression they will investigate her. Fran goes to Sylvia and Val for advice, but Sylvia's new sugar-free diet affects her ability to think. Finally, Fran decides to tell Max all he doesn't know about her, but he says he already knew that as he did a background check after she was hired. Finally, Fran opens her heart to Sara's parents, and they finally agree on the adoption. Meanwhile, Yetta thinks Niles is her husband, and C.C. take advantage of Fran's problems to mock her.

Maggie wants to bring home her new boyfriend Michael, but is afraid of how her father will behave in front of him. She asks Fran for help, but Maxwell is a little too stubborn. During dinner, Fran is extremely pleased with Michael: he's a male model, he makes about US$800,000 a year (for Niles's desperation), his father is a doctor and he's Jewish! Everything Fran could ever hope for Maggie! Maggie also breaks the news that she's moving in with Michael, but Maxwell won't let her. He and Fran fight, and Sylvia advises Fran to support him. Fran goes to Michael's place, and tries playing guilt on Maggie, but it doesn't work. Maxwell arrives and they act a scene in which they place poor Maggie as a reason of a possible break up. The plan works and she returns home.

Fran walks in Maggie and Michael in bed together, and as she tries to cover it, Maxwell also walks in. He forbids Maggie to do that in the house, and Fran has to convince him to forgive Maggie. Just as she is dressing her up as the young, innocent, non-active Maggie he always knew, Maggie drops the bomb: she might be pregnant! Fran and Maggie work together on buying a home pregnancy test and hiding it from everybody, but once again Maxwell finds out and has them go see a gynecologist. The results come back negative for Maggie, but the doctor suspects Fran might be the one bringing new people to the world. She comes home very excited to share the news with Max, but before she does he tells her what a relief it is not to have a baby since he's not ready to share her yet. Fran decides to keep her secret. To be continued…

Fran is very excited about her pregnancy, but worries about Maxwell's reaction since he said a baby was he last thing they needed in their lives. While trying to tell him, Fran gets upset and storms out of the house to chill her mind at Central Park. There, while talking to a fellow mother who took her kids to the park, Fran feels abdominal pains and is rushed to the hospital, where she and Maxwell – who's now happy about the baby - fear for their baby. To Be Continued...

Fran's devastated after hearing from Dr. Reynolds she was never pregnant at all, that it was a false positive. Maxwell keeps hiding her pregnancy tests to avoid further sadness, and even invites Fran and her relatives to join him on his special appearance on the Hollywood Squares. Val, Sylvia and Yetta advise Fran to go see a herbalist to help Maxwell's swimmers. At the herbal store, Fran buys a special shake that will help Maxwell's little swimmers swim faster and some special cookies that will make them hot for each other. The shake doesn't help, so Dr. Reynolds prescribes hormones for Fran, who also buys an ovulation kit. Her timing couldn't be worse when she starts ovulating right when Maxwell is up on the squares. But nothing that Whoopi Goldberg's dressing room can't fix. Meanwhile, C.C. and Niles accidentally eat the special cookies and feel hot for each other, and Val quits her brightness pills because it was making her too gassy.

Fran's excited about celebrating her first Hanukkah with Maxwell, only he has to drive to Boston on business, and takes C.C. and Gracie with him. During their drive, the car goes off the road and Fran is left with no news on them, except that the snowstorm is really bad and they might not last long. While waiting outside the house, a nun comes by and they pray together. Max, Gracie and C.C. return home safe and sound, proving miracles do exist. The car oil lasted for eight hours instead of one, just like in Hanukkah.

With the upcoming end of her pregnancy, Fran's feeling a little fat and overweight, and worries if she'll ever fit in her clothes again as she packs for the move. The Sheffields host their first anniversary party, where the entire family reunites before they move to Beverly Hills. While Fran and Max are nothing but happiness, Niles fears for his future with C.C. Once again he proposes, and once again she flees. Fran runs after her and they both get stuck in the elevator. When things can't get any worse, they get: Fran goes into labor! Maxwell and Niles finally arrive with help to get Fran and C.C. out of the elevator. The elevator repairman can't get the door open, but when C.C. says she'd be happy to marry Niles he opens it with no tools! They're all happy and ecstatic about Niles and C.C.'s engagement and forget Fran in the elevator, but Maxwell opens up the door and off to the hospital they go. To be continued...

Fran delivers her twins as C.C. gives Niles an answer to his marriage proposal.

Fran decides to do a little investigation on the man her mother is seeing, and discovers him to be a lovely man. Sylvia finds out she was at the doctor's office and breaks up with Fran. Fran then decides to give her father a few hints for pleasing Sylvia and turn their boring marriage around. The two couples go out for dinner, and Morty runs into Dr. Razzo in the men's room. Fran tries to talk her father into not giving up on Sylvia, and Dr. Razzo supports her. Morty goes back to the table and sings a romantic song for his wife, solving once and for all their marital conflicts. Meanwhile, Niles makes his stage debut on Gracie's school play – and makes a fool of himself.

Niles shows Fran a script for a play he got from a friend of his. He wants to show it to Mr. Sheffield and become a producer so he can be something more than just the help. When pushed to tell why he wants to change his social status, Niles reveals to Fran he's in love with Ms. Babcock! Shocked, and yet merciful for her friend, Fran decides to take some money of her and Maxwell's joint account to finance the play. But neither Fran nor Niles have a name in the market, so they pass as C.C. and Maxwell and produce the play under Sheffield-Babcock Productions. Unfortunately, they're fined 250,000 dollars and find themselves with no solution but revealing the truth to Maxwell. Fran appeals to C.C.'s efforts to befriend with her (because Maxwell threatened to end their business partnership if she didn't solve her issues with Fran) to soft the shock. She's not so lucky with Max, who gets furious. Nevertheless, he helps them produce the play. After the premiere, Fran encourages Niles to tell h

Ms. Babcock finds Niles's proposal pathetic and laughable. Fran tries to contour the situation and teaches Niles a better way for him to start things with Ms. Babcock – call her by her first name, or take her out to a romantic dinner. During the dinner, Niles gets nervous and proposes two more times. C.C. won't let it go and keeps rubbing it into his face, until Niles is fed up and decides to quit, for he can no longer live under such humiliating circumstances. Neither Fran nor Maxwell can do anything to make him stay, and even C.C.'s promise to let it go count for nothing. Finally, Niles tells C.C. she's pathetic and lonely, and will spend the rest of her life waiting for a man that will never come, until one day she looks back and sees she wasted her entire life. Niles storms out and C.C. realizes what he said is true. She decides to move on and quit too. At night, while fighting over some dummy twins the doctor gave Fran, she and Max go to Niles's room and find him and C.C. sleeping

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!

Michael got a modeling job in Japan, so he proposes to Maggie so they don't have to be apart. Maxwell has a hard time accepting the fact that his little daughter has grown into a mature woman, but eventually comes to terms with Michael. On the wedding day, Fran finds out Michael's cousin is James Brolin, Barbara Streisand's husband, and that Barbara herself is coming to the ceremony. Fran is in such shock for finally meeting her idol that has contractions and is rushed to the hospital. It's all a false alarm, but Fran does not want to stay in the hospital while Barbara is at her house. She sneaks out, but when she gets home there's nobody there. Max calls the house and reveals Fran he planned a little surprise for her: he took Barbara to the hospital. Fran doesn't forgive her, but the wedding goes on and Maggie finally marries the man of her life.

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.

Yetta moves in with the family when her home is fumigated, but Fran thinks she might be a bad influence for the children.

Mr. Sheffield is trying to win Andrew Lloyd Webber over a play written by famous award winner playwriter Dakota Williams. In order to do so, Fran convinces Mr. Sheffield that they should attract Dakota with a gorgeous girl - Yetta! The two have a romantic night in their own way, but when Mr. Sheffield finds out that the play was never finished, he tells Yetta to dump him to get out of the bad deal. When she does, they learn that Dakota has finally finished his play after having his heart broken.

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!

Upset about Yetta's upcoming wedding, Fran is advised by Dr. Miller to focus her energy on new life projects. She decides to pursue an old dream of becoming a weather girl, and thanks to Sammy, who's Bryant Gumbel uncle, Fran scores an audition for editorial commenter of Public Eye. Mr. Sheffield doesn't like the idea of Fran leaving the house, so he sets up a scheme with Gracie to convince Fran into quitting her new job. But they don't have to do that, Fran ruins her audition by herself (by mistaking gene therapy with therapeutic jeans). Meanwhile, Sylvia has problems accepting her soon-to-be stepfather.

Fran's anniversary as a nanny for the Sheffields is coming up, but Maxwell seems to have forgotten all about it.

Fran's been going out with a rich, handsome Jewish doctor named Julius Kimble. After only 2 weeks, he asks her to marry him. Although having some doubts about it, Fran accepts after Sylvia pushes her into doing it. When they go out to buy Fran a ring, Julius disappears and takes the very expensive ring with him. Turns out he was just a thief and now Fran is left all alone. She blames her mother for the disaster and the Fine women end up going to a shrink to solve their problems. Back at home, both Mr. Sheffield and Fran complain about the lack of single attractive people for them to date.

Fran is very excited about her pregnancy, but worries about Maxwell's reaction since he said a baby was he last thing they needed in their lives. While trying to tell him, Fran gets upset and storms out of the house to chill her mind at Central Park. There, while talking to a fellow mother who took her kids to the park, Fran feels abdominal pains and is rushed to the hospital, where she and Maxwell – who's now happy about the baby - fear for their baby. To Be Continued...

Maxwell's father is in town and Fran decides to help end the Sheffield family feud inviting James Sheffield over for dinner. He brings Joan with him, his old secretary for whom he left Max's mother. Maxwell is outraged at his father's selfishness during dinner, while Fran keeps wondering why can't Maxwell act more like his father and marry the help.

Sara's parents are visiting, and Max is afraid they might not like Fran, as he never told them about the marriage. Fran tries to do all the right things, but can't get it right. After she surprises them with the adoption plans, she gets the impression they will investigate her. Fran goes to Sylvia and Val for advice, but Sylvia's new sugar-free diet affects her ability to think. Finally, Fran decides to tell Max all he doesn't know about her, but he says he already knew that as he did a background check after she was hired. Finally, Fran opens her heart to Sara's parents, and they finally agree on the adoption. Meanwhile, Yetta thinks Niles is her husband, and C.C. take advantage of Fran's problems to mock her.

When Brighton gets caught smoking in school, Fran takes him to see her grandma Yetta to teach him a lesson.