- Niles: [Max and Fran look like they are making love] If you let me tell Miss Babcock about his, I'll work free for a year.
- Fran Fine: [to Niles, explaining why she knows the male nanny is gay] Well, first of all, I was instantly attracted to him, which means he's definitely unavailable. Plus, have you seen that upper body? Trust me: he is either gay or a priest with a Soloflex.
- Fran Fine: [has no top on, just a bra] I got a news flash for you. Kurt is a flaming heterosexual. Not a bad little kisser, either. All right, while you're here, tell me. Should I take this back?
- [holds up a sparkly top]
- Maxwell Sheffield: Uh, I think you should put it on.
- Fran Fine: Nah, I already had it on. It flattens out my br...
- [noticing she's in her bra and screams]
- Fran Fine: Mr. Sheffield! Why didn't you say anything?
- Maxwell Sheffield: Well, I, uh, I didn't notice!
- Fran Fine: You didn't? You know, I'm beginning to wonder about you too!
- Fran Fine: You're straight? Ugh, I can't believe this! Oh, this dress is going back!
- [runs into her closet]
- Fran Fine: It's too slutty, even for me! When did you find out you were straight? Does your mother know? What'd she do, dress you in boy's clothes?
- Kurt Jacobs: Fran, come out of the closet.
- Fran Fine: No. You go back into the closet. I cannot believe I told you what I do for yeast infections. I bought Correctol in front of you. AAAARRRGGHH! You saw me without makeup on!