- C.C.: Me marry you? Please. You are a pathetic excuse for a man.
- Niles: Ditto! But at least I know when it's time to move on. You are going to spend the rest of your life pining for a man who doesn't love you and who's married a woman half your age.
- Fran: Oh, Niles, please don't go!
- Niles: Look around you. They're married. They're starting a family. Where are you going to be ten, twenty years from now? You're going to be saying "Merry Christmas" to your friends in rehab and wondering what might have been!
- [C.C. has just turned down Niles' proposal]
- Fran: Oh no, you turned him down because he's not rich? Miss Babcock, why do you always think with your head? What does your heart say?
- C.C.: Don't marry a maid.
- Fran: Well, what does your liver say? Does that at least say "Can the maid take me out for a drink?"
- C.C.: Nanny Fine, what is this sudden interest in my love life? Did I interfere with you and Maxwell? Did I push you two together?
- Fran: No, you tried to push me in front of a bus.
- C.C.: ONCE, and I apologized!
- [one of the dolls Fran and Max are looking after to prepare them for the twins begins to cry]
- Sylvia Fine: Oh, look at this. Brings back memories of motherhood.
- Fran Sheffield: [trying to stop the crying] Oh, Ma, what did you do when me and Nadine started to cry?
- Sylvia Fine: I left the room. The sound was so annoying.
- Fran: My husband told me I have to butt out, but I can't butt out until I butt in! It's a whole hokey-pokey syndrome.