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[Girl, narrating] And so it came to pass,

having vanquished the enemies of the king,

the brash and brave young knight,

Flynn of Stewart,

his long journey done, returned home,

with heart wide open,

to free his lady fair.

What mischief be this?

[muffled shouts]

Zounds.

What treachery.

Fear not, milady.

[cat yowls]

Mmm!

Ohh!

Ohh!

Alack!

Thou hath returned too late.

While you were out warring, Halsey--

My brother.

We're betrothed.

And this is his idea of courtship?

Zounds.

Thou art but bait.

We must away!

[grunt]

We must away!

We must away. Away!

I am not going out that way.

Ha ha ha ha ha ha ha ha ha!

Unhand her, you vain, foppish prig.

By Beelzebub--

Tell me, he doesn't still have you

doing his dirty work.

You know this pitiful creature?

Mm. Our nursemaid.

Always favored Halsey, she did.

The old toady.

I'll give you toady.

Green, green ye shall be

for all eternity

until the purest maiden fair

lays a smooch on thee.

[maiden gasps]

[sigh]

Not again.

[ribbit]

Oh, Flynn, why can't you be real?

This is the year Mom meets her mystery knight.

[snoring]

[snorting]

[snoring]

Good night, Mrs. Polansky.

Zoe, I know you can hear me.

[singsong] Give me my kissy or else.

Or else. [giggling]

Do you give? Do you give? Do you give? Never.

Okay, okay, okay. Give me it. Gimme, gimme.

Geez, nothing comes between you and your frog man.

Prince, Mom. Frog prince.

Well, it wouldn't hurt you

to spend a little less time with make-believe

and a little more time with math. Come on.

Sure, as soon as you do a little less work

and have a little more fun.

I have all the fun I need to have with you.

Now sleep.

Mommy.

I miss Daddy, too,

but he'd want you to live happily ever after.

You are my happily ever after, Zoe.

Good night, Daddy.

You handsome rascal, you.

When I think of all the hearts sure to break

when they hear their favorite marquis, me,

Percival Summerland, is off the market.

Talking to ourselves again, sir?

At least I don't give me a hard time

over everything, Wilkins.

At least I know my place. Oh.

If you're referring to my reminding you

that a marriage without love-- Oh, stop being so old-fashioned.

Love never goes out of fashion, sir.

Well, tell that to the royal pains in my-- That would be rude

and impudent to offer the Duke and the Duchess.

You have no problem pointing out-- Oh, what, pointing out

your foolishness, Percival? No. None indeed.

Thank you, Wilkins. And thus concludes today's lecture.

Final lecture, sir.

For if you insist on throwing away your future--

I'm not throwing away my future.

I'm surrendering to it.

Oh, you mean resigning, sir? I have one job.

One responsibility, to my family and my title.

I marry someone. The right someone.

And besides, I'm not about to throw away my life

on some antiquated notion of true love.

I'm sorry, Wilkins, but I like my life.

I like doing whatever strikes my fancy.

It's fun.

Fun to toy with the innocent heart of another?

Oh, please. It's an arranged marriage.

Hillary doesn't love me. She barely knows me.

Oh, would you please help me with this?

Sir, just so we're clear,

your persisting in this charade places me in an untenable position.

Meaning what? You'd resign?

You know, somewhere deep inside you,

there's a prince of a man dying to get out. [chuckles]

I just pray that you find him before it's too late.

Mm. Good job, Wilkins.

Naturally, sir.

[camera shutter clicks] Marvelous.

And big smiles.

And with the parents, please.

And your hand on his chest

so we can see your engagement ring.

And the ring.

And the ring.

And the ring.

And the ring.

And the ring.

And the ring.

Have you tried the bird, my dear? Divine.

So flavorful on the palate. It better be.

We specified only organic, vegan-fed squab be served.

Is this buckshot? Can you see it, Percy?

My poise? I've been refining it.

Mother says I owe it to our subjects to always look majestic.

After all, we are going to be majesties.

I think the June wedding is highly overrated. Exactly.

Such a plebeian month.

And besides, we spend all our Junes

summering in the south of France.

Of course. We spend ours

at our award-winning vineyards in Napa.

How's your July? Maritime modeling festival.

Top judge this year. August?

International bridge championship. Oh.

Here I took you for a Yahtzee man.

And for our honeymoon, I was thinking of taking in one of our commonwealth countries.

You know, a cute-sounding one, like Papua New Guinea.

I just love the Caribbean.

South Pacific, Hillary. Hmm?

Papua New Guinea's in the South Pacific. Oh.

Better start brushing up on my geography, then.

After all, we are going to carry on your family's grand tradition

and send our children abroad for school.

Think how much fun it'll be to visit them.

It'll be like taking a vacation. Yes.

Well, September it is, then.

That'll give us plently of time to manipulate the media,

a re: our family alliance.

Yet one must remember one's station.

Publicity is for the common people,

and we are never common. But if our sweet babies

spend too much time in Australia,

they might develop an Australian accent,

which I find a little tinny on the ear, don't you?

I mean, it is rather common, right?

An Australian accent, compared to yours?

It's considered common. Because the last thing

we would want to do is raise common children.

Wonder what New Zealand sounds like.

Just stepping out for a bit of fresh air, Henry.

[heart pounds]

Steady, sir. Bit close for my comfort, given your vertigo.

Here. Let me see to that.

I've got it.

May I be of any other service, sir?

No, Wilkins. You've done enough.

What?

Yo, prom queen. Take a hike.

Okay? If you hurry, you might get to the ball in time to get crowned.

Or we could play a game of arrows,

see who buys the next round of drinks.

You're on, buddy. Good.

And one not even looking.

Ah! Eh voila. [laughs]

Thank you, thank you. Barkeep, round of drinks for my mateys.

♪ What would you do with a drunken sailor ♪

♪ What would you do with a drunken sailor ♪

♪ What would you do with a drunken sailor ♪

♪ Early in the morning

♪ Way-hay up she rises

♪ Way-hay up she rises

♪ Way-hay up she rises

♪ Early in the morning

♪ What would you do with a drunken sailor ♪

♪ What would you do with a drunken sailor ♪

♪ What would you do with a drunken sailor ♪

♪ Early in the morning

♪ Way-hay up she rises

♪ Way-hay up she rises

♪ Way-hay up she rises I have just the thing for this drunken sailor.

We're low on milk. Check.

And juice. Check.

And celery, carrots, and tomatoes. Check, check.

Very funny, Zoe. Check.

Okay. Homework.

Lunch box.

To the top.

Okay.

Ugh. My-- Keys?

Thank you.

Check.

Mrs. Polansky is making you

pasta with vegetables tonight. I have to work late.

You mean pasta drowning

in another one of her chunky, bland sauces?

Yes. You should eat your vegetables. They're good for you.

And hat on. Mom.

On.

Is that really necessary?

It's a zillion degrees in here.

It's cold and flu season, Mrs. Beeker.

Can't be too careful.

[elevator dings]

And you'd better be wearing your hat when Mrs. Polansky picks you up.

I don't see you wearing a hat, missy.

Okay, so, Mrs. Polansky will be here at 3.

I'll call you from work. Have a good day.

All right? I love you very much.

Bye. Bye.

[bell rings]

Hey, Zoe. Hi, Sam.

Um, you want to be my lab partner?

Oh, Sam? I saved a seat for you.

Right next to me.

Oh. Do you want to share my chewing gum? Sure.

Does everybody have a frog?

Frog, frog, frog.

Frog. Zoe? Zoe, come get your frog.

Now, take it back to your seat and wait for it to die.

[ribbit]

[bell rings]

Leave your specimens. We're moving on to mammals on Monday.

Are you thirsty, Mr. Froggy?

[girls laughing]

Can you even believe her?

That stupid Zoo-ey. No, I can't, I can't.

Thinking she can even look at Sam.

What a loser. I mean, look at me.

And then look at her. You're so much prettier than--

[ribbit]

[ribbit]

[screaming]

It was, like, a really big snake,

and I think it came from the toilet.

[bell rings]

Just one more sec, Mr. Froggy. [ribbit]

Oh. Did I hurt you?

I'm so sorry. Here, let me kiss your booboo.

Hey, Zoe. Uh, hi, Sam.

You ditch too?

Me ditch too.

[ribbit] Me ditch too?

[groaning]

Froggy? [groans]

[ribbit] [groans]

[whistles] Froggy?

[groaning]

Oh my gosh.

A webbed foot?

The kiss. I turned a frog into a prince.

Ugh.

[groans]

Oh, man, froggy.

What am I gonna do with you?

Can't just leave you here.

Not like this. You'll freeze to death.

Well, if he should happen

to stumble into your fine establishment again

for another game of chance,

if you would be so good as to contact me.

And only me.

I'll make it well worth your time and consideration.

[horn honks]

I'd love a cup of tea.

[gunshot]

[gunshot]

[gunshots]

[gunshot]

[ding]

[groans]

Oh.

[groaning]

Yeesh. Besides being filthy dirty and stinky,

you're kind of beat up. [groans]

Knock off the croaking. Talk.

My head.

Wash.

Somewhere, deep under all that gunk, is a prince.

Deep. Prince. Exactly.

If Mom finds out, I'm so dead.

[sighs]

[groans]

Majesty, you stink.

I don't remember anything.

Who are you?

[Zoe] Somewhere, deep under all that gunk,

is a prince. [Wilkins] --Prince of a man,

dying to get out.

[groaning]

[splash]

Yoo-hoo.

Are you okay?

Where am I?

"Green, green you shall be for all eternity,

till the purest maiden fair lays a smooch on thee."

I know it's a lot to take in all at once,

but when you add up your webbed toes,

the sash, my kiss, all the evidence is here

that you are, in fact, the actual Frog Prince.

I'm sorry, but none of this makes even a bit of sense.

Hey, you're the one who doesn't remember who you are

or how you got here.

At least I have a logical explanation to offer you.

Let me see that.

"Having vanquished the enemies of the king,

"the brash and brave young knight Flynn of Stewart

"returned home."

Lady fair, treachery, betrothed, zounds.

Who on earth says "zounds"?

It's not normal.

Coming out of your mouth, with that fancy English accent of yours,

more incontrovertible proof you are indeed a prince.

Don't look at me like that. Try again, you'll see.

Zounds.

No. Like you mean it.

Zounds.

Zounds. Zounds!

[both laugh]

This is nothing but poppycock.

I mean, no man, and certainly no brave knight, would ever say "zounds."

The you in the book does.

[laughs] [door closes]

That's gotta be Mrs. Polansky.

What have you done to my floor? Go on.

She won't understand.

Jail or worse if she finds out you're here.

For both of us. But I--

No buts, Flynn. Here.

Read all about you. I--

Leaving early? Walking home alone?

Well, see-- I searched that entire school for you.

Almost had a heart attack.

I can't take this anymore.

[sighs]

Bye.

A miscommunication.

You really want to stick with that?

Zoe, do you have any idea what it does to my day

to have another nanny quit over something you've done?

Especially one who liked my lists as much as Mrs. Polansky.

I don't want a nanny. I want you.

Sweetie, you have me.

But you know I can't leave you home alone

while I go to work. I have to support this family.

And this does not help.

And what happened in here?

I overfilled the tub.

No kidding. What is that smell?

It's like pond scum.

We dissected frogs in science.

I must have got frog guts on me.

Well, wash them off and clean this up.

I have to go back to the restaurant because I have to do the books.

And you know what that means.

Mom.

I'm calling Mrs. Beeker.

[Announcer] The odds of making 2 holes in 1

are about 9,222,500 to 1.

The man who defied those odds? Dr. Eli Gibney.

Don't you just love these great moments in golf highlights, Mrs. Beeker?

Mrs. B.?

Prithee, allow me to introduce myself, fair miss.

Prince Flynn of Stewart, dashing older brother

to the loathsome Halsey of Stewart.

So tell me something I don't know.

Halsey's a snake. I've been there, read that.

But right now, we gotta get you someplace Mom hardly ever goes.

Snake is too kind.

Halsey stole my lady, intent on marrying her,

upon the lie that I was unworthy.

Well, you were always unworthy.

Chapter 2, that joust you lost?

Chapter 5, deserting your post?

Chapter 9, almost drowning in the moat?

Well, I never was much of a swimmer.

You spent six months as a frog.

The water was freezing.

Here, look.

It's all right here.

Well? Egad, you're right.

Chapter after chapter, nothing but a disappointment.

All looks and no game.

No wonder my lady found me lacking.

Mrs. Beeker? Mrs. Beeker, wake up.

Don't just sit there. Mom's back from her restaurant.

Come on, come on. In here.

Here, take this.

You should have seen-- I've just never seen a tournament like that.

It was just-- A hole in one and then-- Yeah, sounds amazing.

And it just kept going on and on. Fantastic.

Thank you. Good night. Good night.

[sighs]

Zoe, I'm sorry for losing my temper.

But I just can't help worrying about you,

and when we have a day like today, I go a little crazy.

[sighs] Sweetie, come on, talk to me.

What in the world came over you?

You wouldn't believe me if I told you.

Of course I would.

What I said about dissected frogs?

I couldn't do it, so I ditched to set him free.

But I hurt him and kissed him and turned him into a prince.

Which makes sense, as there's a blue moon this month.

Meaning tons more love and magic.

Sweetie, you know that a blue moon

is nothing more than a lunar event.

There's no magic.

I mean, why can't you be like other girls your age

and just be obsessed with werewolves and vampires?

Is that what this is about?

I have some amazing mystery prince as a valentine?

Baby, you're my favorite valentine.

I'm not a baby. Maybe somebody else wants to be my valentine this year.

Somebody not you.

Oh. So that's how it is.

You got a better offer.

No. Maybe.

It's more than that.

Daddy's valentine?

I never told you, but that last year,

when he gave me this, Daddy said he wanted me,

you and me, to someday have another someone special

to give us valentines.

I was just hoping, you know, that this would be the year.

Ghastly is what it is.

To go gallivanting who knows where

with who knows who, when he knew we had plans to be in Gstaad this week.

It's reprehensible. And to have to bring in the local authorities.

Wilkins, how is it

you so easily tracked Percy to that circus

he joined in Milan, yet

cannot find him here? Shocking, my lord.

Undone by the mad carnival that is San Francisco.

I brought extra coffee for the Frog Prince.

Where is he?

Psst.

Wake up. Hey.

Do not, under any circumstances, go anywhere.

I have to figure out where you're gonna live now that you're a man again.

So stay.

[chuckles]

Replace Mrs. Polansky.

Ruthie? You can't be serious.

Come on, it helps me think.

Fine. Check.

I could read some of Zoe's books. Check.

I could-- Stop making lists

to avoid dealing with what really matters. Check.

Like you know everything.

I know that Zoe's infatuation

with this Frog Prince is just her way of filling an emotional void.

Thank you, Dr. Phil. Look, mock all you want,

but you're living your life as if it's on hold

and smothering Zoe in the process.

Which doesn't lead to open communication,

like knowing she has a crush on some boy.

Okay, I will admit it.

I don't know what to do.

You know what to do. You just don't want to do it.

And you know that what Zoe really wants

is what you really need, an M-A-N man.

I don't need a man, and what I really want is a happy daughter.

Prove it. Go on a date.

Have some fun. Take a chance on love.

Love takes too much time, and I already don't have enough time as it is.

No one has enough time, Gwen.

Why do you think I like having Stanley around?

He may not be a prince, but he's a heck of a cop and a great husband.

I know I'm just your older, much wiser sister,

so why should you listen to me,

but Zoe would benefit from a male influence,

and it wouldn't be so bad for you either.

It's just ridiculous.

What's ridiculous?

Um, how late it is.

Yes. It is getting late.

And Jason's alone with Stanley. Bye.

Bye.

You eat, then dress.

With no one here to watch you, you're gonna need to come to work with me today,

so bring some homework. I promised Mrs. B. I'd stick around.

You want to spend your whole Saturday with Mrs. Beeker? You?

I promised her I'd help her do her laundry.

And besides, I'm saving for a new outfit, and she's gonna give me five bucks.

This is so surprising.

I had no idea you were a budding laundress.

Yeah, it's a new passion of mine.

Well, I really appreciate the help.

Bet Mr. B. used to help too.

Oh, yes. My Harold found household chores quite relaxing.

Must be nice, being surrounded by his stuff.

Like, maybe some of his old clothes around here somewhere.

You know, to remind you of him.

Oh, yes. I never could part with any of it.

I'll just put these away for you.

I don't care what Ruthie says, Stanley, I'm not in a rut.

Come on. If this isn't a rut, I don't know what is.

I grew up here with Matt.

Since his folks opened the restaurant.

We played together, got in trouble together.

Met a pair of beautiful sisters and married them.

But you haven't changed a thing around here in years.

Look, Gwen.

Even a guy like me

can only eat so much of your magnificent meatloaf

before he wants a cheeseburger.

And if Matt were here, I think he'd tell you the same.

Maybe it's time for you to just shake things up a little bit.

That's all I'm saying.

Flynn, look what I got.

What do you think you're doing?

Give me that.

I meant no harm. I--

Wow. Look how little I am. Yes.

I have been. For hours. Look at Mom.

Look at Daddy. They were so great together.

You have his eyes, you know. Your father's.

Sir Matthew of Cole.

Just Matthew. Cole's our last name, not our kingdom.

If it's not too forward of me--

Daddy died when I was 7.

He had cancer. But we-- We had lots and lots of time to say goodbye.

This is in the park, not too far from where I found you.

It was our spot.

Mom would fix these great picnic dinners

and we'd just go be there together.

Daddy would make up the corniest stories

on how the squirrels were plotting against the ducks.

Silly stuff. Mom doesn't like going anymore.

She usually comes home early on Saturdays.

We better hurry if we're gonna keep you off the streets.

Why would I be on the streets?

'Cause if I can't convince my mom to hire you as my male nanny,

that's where you'll be living.

No.

No.

No.

Yes.

Okay. Now, for this to work,

you need a total makeover.

Just relax.

Mm-hmm. Mm-hmm.

[sighs]

Hey, good afternoon. What can I get you?

Cup of tea.

With milk, please.

Hot.

Pardon?

Uh, your milk. Would you like it hot?

I mean warmed. No. That won't be necessary.

Anything else? Something to eat?

Prince Charles told me that if I was ever in San Francisco,

that I must sample the hot apple pie at Cole's Coffee Shop.

Right. And I'm the Queen Mother.

Lady Gwendolyn, I understand that you're--

How do you know my name?

Oh, why, only because your proclamation

as the proprietor heralds you so.

Flynn Stewart, nanny to the English monarchy.

Retired.

So tell me, how'd it go?

We interview tonight, 7 P.M. sharp.

Great. Time for your makeover.

Part two. Okay.

[party photographer] Marvelous. And big smiles.

Flynn, I bought you a briefcase.

Oh. Thank you.

Mm-hmm. You're welcome.

This is so great.

See? You can make yourself into anybody, Flynn.

Flynn? Thou art indeed

the most handsome knight in all the land.

Talking to yourself there, Flynn?

[Wilkins] Talking to ourselves again, sir?

Give me that.

I meant no harm. It's just look, it's me.

See how handsome I am?

Please tell me you didn't open it.

This is the limited edition, collectible Blue Moon doll.

Oh, thank goodness.

You didn't open the others, did you?

The Lady or the Halsey?

These are not for playing. We never open these toys.

Understand? [clears throat] Yes.

We don't have all day, and I have to get this finished.

'Kay. Wait here for ten minutes, tops.

And don't forget the handshake. Mom's big on those.

Hey, Zoo-y.

We've been out shopping all day for Valentine's Day.

I bought the cutest outfit to wear for Sam.

Oh, look, girls. Cirque du Soleil must be in town.

Mistress Zoe, are these children known to you?

I'm Kate Bassett. And you are?

I? Why, I am-- Oh, my.

What's this? What?

Are you some kind of fortune teller or something?

Is he, Zoe?

Only the world's best.

[tsking] Well,

what do you see? Tell me.

Well, sadly, that you are a spoiled imp.

And unless you repent and mend your cruel ways,

will live a life in a solitary state.

And from here on, wear only common clothing.

Oh, and, ducky. Your little chums?

They mock you behind your back.

Kate, wait. Too hard? Too soft?

Just right. See you in ten.

Okay. Thank you, Mrs. Beeker.

[grunts]

Ow.

Get off him. Get away from him.

Wait, stop. Now beat it like a rented mule.

[knocking]

[screaming] Jason, get back here.

Oh, dear. So?

Where is this royal nanny?

Late. And I really don't need your help, Ruthie.

Yes, you do. And Stanley insisted. [glass shatters]

Oh! No jumping. Jason, get down from there this instant.

Okay.

Oh, this flake is definitely a no-show.

You can go home now, Ruthie, and take Jackson Pollock, Junior with you.

[knocking]

I'll get it.

[knocking]

I'd hang onto that if I were you.

Please, forgive my tardiness.

What happened to you?

I ran into a bit of a hiccup. Sorry.

This is no time for sorry. Head up, chest out.

Let's see some charm.

[coughs]

Licensed by the BMA, bonded by Lloyd's of London.

An RAF veteran. What can anybody say but wow?

Jason, stop finger painting with your mashed potatoes and eat.

It's all gooey and everything's touching.

[echoing] Everything's touching.

[Fiancée, echoing] It's considered common.

My nephew, he's got some sort of finicky food mushing disorder.

By your leave, my ladies?

Madam, if I may. Knock yourself out.

Young sir, in my youth, I too found that when foods collided,

the meal was not to my liking.

Really? Verily.

However, when one took the time

to divide up the meats, greens, and starches,

and gave them ample space to live in harmony on the plate,

my compulsion to mash my food was suddenly gone.

And the meal not only appealing,

but rather yummy.

What say you give it a go?

[chuckles]

I call dibs if you don't want him.

What do you mean call? You saw him with Jason.

This guy's a miracle worker.

A looker, too.

Mr. Stewart. Flynn, my lady.

Simply Flynn. Okay, Flynn.

You've got the job. How soon can you start?

There's no time like the present. Great. Where are you staying?

Why? Because you'll want to get your belongings,

so you can move in. Mom, I think he means the W.

My belongings are on my back.

I left my things someplace and have no clue

as to their whereabouts. Isn't it just like the airlines

to lose all his luggage? Since no one seems to need me,

guess we'll be going.

Pardon me, my lady.

Oh.

A thousand times, good night.

You too. I'll be seeing you--

Right. ...real soon.

Good night, Ruthie. Good night. Okay. Bye-bye.

Okay. So, you will escort Zoe to and from school,

supervise homework, shop, do light housework,

and see that she has three squares a day.

I find that detailing assignments in writing

really helps with communication. Any questions?

Only one. Where does one acquire these squares for Miss Zoe?

[Zoe laughs] Acquire squares.

What a kidder.

[both chuckle]

[yawns]

Would you look at the time.

Shouldn't we show Flynn his bedroom?

Let him get some rest?

[beeps] Yeah.

Your call from Scotland Yard is on line 2.

Thanks, Effie. [beeps]

Inspector O'Malley here. Inspector.

Good to finally speak.

Yeah, listen. I was wondering if you had anything on a gentleman

who goes by the name of Flynn Stewart.

Everyone has a bad day once in a while, Flynn,

but you, yesterday-- Yes, my lady, a blooming disaster.

Let's review, shall we?

Bacon will catch fire if left unattended. Check.

Dish towel not a fire extinguisher. Check.

Colors run in hot water. Check.

And should any of these bad days happen again--

My services will no longer be required, my lady?

Check.

And so you don't get lost, Zoe's school is right here.

Mom, I'm gonna be there to show him.

Not when he comes to pick you up.

And button-- Flynn? To the top.

From now on, whatever happens,

keep your mouth shut and smile.

Oh. My keys.

Good thing Flynn reminded me.

Okay. So, use these at Walgreen's,

these at Safeway, and these to get my dry cleaning,

and I want receipts. Now, let's talk about groceries.

Who doesn't know how to get to Fisherman's Wharf?

He's new in town. Really new.

You take a cable car downhill till you hit the Bay. How hard is that?

It's you. Flynn, right?

It's me. Remember?

Mr. Wong gave me a hundred bucks to split with you,

but by the time the cops left, you'd disappeared.

Police? What is-- What is this about, Flynn?

You know this Prince Valiant?

He's our new nanny. Well,

some no-goodnik was trying to rob poor Mr. Wong,

and boom, we sure took him downtown, didn't we, cutie?

Take good care of him.

Right.

Okay. So, seeing you are a local crime fighter,

I suppose the least I could do is

show you around and get you started on the right foot.

Oh, there's no need for you to miss work, Mom.

I can just take a day off of school--

Uh, no. You're going to school.

I will get them started at work and I will be back here to meet you

at 9 sharp. Your generosity, my dear lady,

is-- Yes, yes, yes, fine. Okay.

Love you.

The thing is, Mom doesn't mean to be bossy.

It's just that after Dad died,

she took on a lot of responsibility and--

This isn't helping, is it? No.

Hey, Zoe. Hi, Sam.

Have a good weekend?

Sure. You?

Good.

Good.

And who might this young rogue be?

Flynn, this is Sam. Sam, Flynn. Hi.

My new nanny. Who was just going.

Yes. Good luck with Mom.

And remember.

Of course.

Pleasure meeting you, Sam.

You know, I would have figured him more for a butler

than a nanny, but cool hat.

You're ready early. I like that.

As I appreciate your kindness. Well, my kindness is on the clock.

I have one hour to give you.

Apparently fish, if you can smell it--

It's bad. Yeah. You don't buy it.

It's got to have a clear eye and it's got to--

Check.

Come on.

♪ Got these memories

♪ Swimming laps around my head ♪ First, look at the fish.

Does it shine? You want it to shine.

And then smell it.

A fish that's really fresh is like clean water.

Young sir, what, pray tell, are these?

Legs, old dude. Fresh frog legs.

[gasping]

Guess I won't take him to my butcher in Chinatown.

Hate to see what a hanging Peking Duck does to him.

♪ So much love now from above ♪

Oh, puka shell bracelets.

I had one of these when I was Zoe's age.

My first boyfriend gave it to me.

Right before he broke up with me because I wouldn't French kiss him.

[chuckles]

Enough foolishness.

But we really don't have time for this. Oh, yes, you do.

Everyone has time for the museum of the city of San Francisco toys.

Oh, please. You're gonna love it. You're gonna love it. Fine.

[no audible dialogue]

Okay, be strong. [stammering]

Oh, oh, oh, oh.

Ooh. Help me.

Ow. Ah.

Come on.

This you've got to try. It's fantastic.

It's fun. Fine, fine, fine.

[buzzer buzzing]

Wild. I'd-- I'd like to see.

Ah. I think you're gonna hit passionate.

Wild? Well, you know.

♪ So much love now from above ♪

♪ You watch her dancing with the wind ♪

♪ I'm singing through this candle to you ♪

♪ Pray it's not just pretend ♪

♪ Burning for a little more

♪ Over my best friend

♪ Gave me music Gave me soul ♪

Yeah, Alice, I'm just gonna grab a quick bite.

No. No, everything's fine.

Uh, breaking in my new nanny is taking me a little longer than expected.

I'll be five minutes.

I am delighted to pay.

You know, I haven't taken a day off like this in too many years.

You actually got me to break my routine.

To just enjoy a simple glass of wine with lunch.

And [speaking French].

A meal without wine is like a day without sunshine.

And a sight this spectacular commands nothing less.

I live in such a beautiful city,

and I never take the time to enjoy it.

Thank you for slowing me down for a bit, Flynn.

It is I who thanks you, my lady.

For your kindness. And your trust.

To my sweet daughter, then.

Mistress Zoe? I could tell

from the start that she cares for you.

And you for her.

So yes. To Mistress Zoe. Yes.

Though I don't see how anybody in their right mind

goes from Oxford to nanny.

I suppose, um,

I've made it a point

to never question the why in my life,

but rather live in the moment.

So leaving the monarchy, it's just...

your latest adventure.

In a manner of speaking.

Pardon my impudence,

but I can't help noticing

you still wear your ring.

Forgive my asking such a personal question.

I don't-- No. No no.

It's okay. It's--

It's that-- It's that Matt put it on me.

And I can't imagine taking it off.

I know I'm such a cliché.

The widow who never stops mourning,

never...

never really moves on.

Zoe wants me to, and Ruthie,

and Stanley. Even I want me to.

But...

I'm just stuck, I guess.

I don't know why I'm telling you all this. I'm--

It's quite all right. It's quite all right. No.

It's kind of embarrassing, actually.

[sniffs]

[bell rings]

So tell me. Are you okay?

Did things go okay with Mom?

I suppose you could say things went swimmingly.

No pun intended.

So will we be waiting for your handsome chum to retrieve his bike?

Where'd you get that idea? Let's go.

Oh. Pity. I myself was rather hoping to speak with him again, young Sam.

About what? You know, his preference in bicycles,

where he has his hair cut, you.

Oh, don't play coy with me, young miss.

I know you're keen on the lad.

So what if I am? Every girl in seventh grade likes him.

Aha. So that tart Kate fancies him?

Zoe, with you in the game,

no other young miss stands a chance.

Especially one so unpleasant.

Are you nuts? Go up against her?

Mistress, if I have learnt anything

from the total lack of courage I too often display in my books,

it's that if one is unwilling to put it all on the line for love,

what good is the winning? But what if Sam doesn't like me that way?

The way I like him.

I so want him to be my valentine.

Well then, into the breach you must go, Zoe.

Heart wide open.

Ready to take your bumps and bruises.

No foe keeping you from your prize.

Sure, Flynn. Flowery words sound great coming from some Frog Prince.

But I'm just an 11-year-old girl.

I didn't grow up in some castle.

I don't have subjects calling me Your Majesty.

[Fiancée] Mother says I owe it to our subjects to always look majestic.

After all, we are going to be majesties.

[echoing] majesties... are going to be majesties.

Stanley, it's sweet of you to worry,

but you're barking up the wrong tree.

Well, I've called around, Gwen.

Even Scotland Yard.

And the princes have had a Margaret and a Mary,

even a Hermione as nannies.

Okay, so the royal family has gone through a lot of nannies.

They're all women, Gwen.

Not a man amongst them.

And no Flynn.

And as far as these credentials,

a smart kid with a computer could print that up in an afternoon.

I think Flynn is a very nice man.

Zoe likes him. I like him.

And I know if you met him you would like him too.

I might. But I'm gonna keep poking around, just to be sure.

Stanley-- Listen, I didn't say I was gonna

take him downtown for questioning, Gwen.

Geez. All right. But I expect an apology

when you find out how wonderful he is.

Huh. Zoe actually finished her homework.

[Flynn] Hee-yah.

[Zoe] Prepare thyself, big brother.

Thou art no brother. Vile thief who steals my beauty, my love.

Pah! It is my heart she desires.

[gasps] What is that I hear?

[chuckles] Could it be my rescuer?

Coming to save me from this castle keep?

Verily, it is I, your prince.

Do not be fooled, for he loves none as he loves himself,

and will only bring you heartache when he returns to the bog

and froggyhood. What?

Gets turned into a frog again.

Oh. For green, green ye shall be

never to kiss the lips of she.

Nay. Nay, the cure is mine alone to give.

And I offer my kiss so that he may live.

Then away I fly to my lady's side.

[whooshes]

That's not how the story goes.

Rewrite.

[Flynn and Gwen laugh]

[Gwen] I'm very critical, so--

You? ...it's a big compliment.

You think I'm critical? No, no, no, not at all.

Not at all? No, nope.

Not a bit? Nope.

It's a good thing. I think so too.

I'm specific. And you know what?

I know what I like. Oh. Oh, um...

you've got soap on your nose. I know. I must.

Hold on one second.

You've actually got it here as well.

And, um...

Thanks.

It's actually quite a good look.

What do you think? I like it.

I think it's quite good. Yeah, I like it.

Looks good on you. I particularly like my apron, actually.

You look really good in my apron.

Thank you.

I think we found her someone special, Daddy.

Just in time for Valentine's Day.

Mm. If it's not strawberry, what's the point?

Here. Tell me that's not the best.

Hm. Whilst yummy, my preference remains the chocolate cherry berry.

Give me.

Mm, you're both wrong.

Double bubble espresso extra dark is the only way to go.

Although a tea man myself, I must admit that's dangerously good.

[laughing]

No. I'm sure you were traumatized by that.

Sorry about that. Oh.

Allow me, my ladies.

Hey, hey, hey!

Oh. [laughs]

Isn't that your only coat?

[laughing] [groans]

I can't believe you spent all your money on ice cream and the penny arcade.

A gentleman should not accept--

All right, just spare me the Sir Walter Raleigh routine.

Okay. Now it will be your money.

No, seriously, you can't keep wearing the same suit

day after day, hoping the airline finds your bags.

This is far too generous.

Just consider the extra a bonus

for your first week of excellent services.

You know, I think I like the jeans better.

Turn around again.

Yeah, definitely the jeans.

Mom, Mom, there's so many cute clothes to choose from.

I can see that. That's only half the ones I want to show you.

Come on, help me pick.

Something pretty caught her fancy?

More like something pretty to catch some lucky boy's fancy.

Oh, I was just like your daughter at that age. Boys and clothes.

[Both] We're not--

I'll be right back.

Mother, must you be so annoying?

Ugh. You're really trying my patience.

I shant tolerate such tardiness. [heart pounds]

Especially when I'm going to be a royal majesty.

If you insist on throwing away your future--

I'm not throwing away my future.

I'm surrendering to it.

Thank you, thank you.

And the ring. ♪ What would you do with a drunken sailor ♪

And the ring. ♪ What would you do with a drunken sailor ♪

♪ What would you do with a drunken sailor ♪ And the ring.

♪ Early in the morning And the ring.

Why, if it isn't the lovely Miss Hillary.

Hah. Fancy bumping into you.

And here of all places.

What a lovely surprise. I'm so thrilled.

Cash or charge? Cripes.

Dearest Mistress Zoe, I address this to you

and not to your dear mum

as it is you I primarily deceived.

As you will unfortunately soon discover,

I was not whom or what we for a time imagined me to be.

All I will say in my defense

is that I had amnesia,

and was truly without my memory when you came upon me.

The result of severe punishment served by a pair of brutes

for demonstrating what has always been my true selfish character.

And thus, justly deserved.

I never meant to take advantage of you or Lady Gwen,

and hope that you can someday find it in your hearts

to believe this and forgive me.

Good morning. Flynn?

Flynn?

Good morning. No breakfast?

Ouch.

Somebody didn't sleep last night. Bad dreams?

I know you prefer tea,

but what you need

is a good, strong cup of coffee.

And my egg scramble to go with it.

And I do mean egg scramble and not scrambled eggs. Big difference.

Lady Gwendolyn, there's something that I must tell you.

I used to make this for Zoe all the time.

She loves the little veggies I put in. But after 12 hours on my feet

in a hot kitchen-- Tie my bow, will you, Flynn?

Gotta look my best for the party.

Into the breach, heart wide open?

No, just giving Sam a card. That he's gonna love.

I know it. But I gotta make it right now.

Egg scramble? No way, Mom. This is gonna be the best day ever.

What was it you wanted to say to me?

Nothing, my lady. Nothing.

[bell rings]

Okay, put your cards in the cubbies.

No passing them out now. We'll get to them after lunch.

Ooh.

[bell rings] Okay.

Go. Go get your valentines.

[Kate] Oh, Sam? I bought these just for you.

Zoe?

Hi, Zoe.

Mistress, what's the matter?

Zoe! Zoe!

Mistress?

You asked me, commanded me to let you be, but I cannot.

If you don't let me try and help...

[door closes]

Why can't you just leave me alone?

Because I am your friend. Some friend.

Look what all your stupid talk

about taking a chance on love got me.

Go on, look.

Oh, Zoe, I'm so deeply sorry

that my interference brought you pain.

You know I would gladly suffer an eternity to undo the hurt I've caused you.

But you must know this.

You are a smart and beautiful young lady.

And any lad who does not recognize this and cherish you,

he's both blind and a fool.

To treat the expression of your gentle heart in such a manner

reflects only on his character.

And I, well, I would defend your honor with my life.

Come here. Come here. Come here.

Come here.

Not our best day ever, huh?

It's enough to break one's heart.

I know just how to fix that.

Oh, Mistress Zoe, look what I found.

"To Zoe.

"There was once a girl I knew who wished the moon was blue.

"I needed her help. I was covered in kelp.

"It was quite the hullabaloo.

"Happy Valentine's Day, from Flynn."

And one for my lady.

"To Gwen.

"You need to laugh every day.

"Check." [laughs]

"You need to take time for you.

"Check. You need to speak French more often. Check."

[laughs]

"Won't you be my valentine?"

A place for a check.

[chuckles]

Okay.

Good night.

You loathsome coward you.

Do you always talk to yourself?

I suppose I do, yes.

Bit of a habit.

Flynn, it's clean.

Even Mrs. Polansky would approve.

Would you give it a rest?

I wanted to tell you this earlier, but Zoe was so upset.

And I kind of needed the time

to think about what you-- What you did and said to her.

It is I who must talk to you about--

Please, please, just listen.

It's been, um, a long time

since I've had someone in my life I could really count on.

Someone who loves Zoe as much as I do.

And hearing you pledge your strength and commitment

to my child...

The respect you have for her.

It's more than I could want in any father.

From any man.

I know, um, we've just met,

and I know this is very inappropriate,

and forward.

But...

I feel something between us.

Something good and special.

That I know you feel too.

I-- I cannot find the words.

The words that will allow me to spend the rest of my life here.

Exactly as it is right now.

Who says you can't?

Fate.

Fate is what we make it.

[knocking]

Gwen? Gwen, it's Stanley.

Stanley? What's going on?

So. This is where we find you.

Flynn, do you know these people?

There is no Flynn.

This is our son Percival.

The Marquis of Summerland. I so wanted--

I tried to tell you. There's no need for histrionics.

I'm not hysterical.

Oh, of course you are. And to what end?

You know your place. What's expected of you.

And that is that. Percy.

We're finished here.

Thanks for trying.

I mean, tonight?

You pick tonight of all nights to abandon me?

I don't know what to do, Wilkins.

You can't just leave me like this.

I must, dear boy. The life awaits.

Are you aware

that if you drop a frog into boiling water,

it will hop right out?

None the worse for wear.

However, if you drop the very same frog

into cool water and then gradually increase the temperature,

it will not perceive the danger it is in until it's too late,

and the poor fool will boil to death.

Now,

I will set about seeing forthwith

that I do not meet such a fate.

And I heartily suggest that you do the same.

I'll miss you, Wilkins.

Naturally, you will write weekly.

As you taught me.

In longhand, cursive, and to the point.

♪ I

♪ Will wait

♪ For you

♪ I

♪ Will wait

♪ For you

♪ Snowflakes in the trees

♪ The last few colors of the leaves ♪

♪ Make me want to stay

Right. I just need a couple of hours.

I'll call when I'm on my way in, Alice.

[rings]

Ruthie? I'm done.

All talked out. Okay. Love you. Goodbye.

I made oatmeal. Mom, I told you I'm not hungry.

I made oatmeal.

I've been thinking a lot.

I spoke with Mrs. Beeker. She's going to sit with you here today.

Sure, whatever. It's just that I get it now.

He wasn't a prince. Well, he was, sort of,

but not that prince. Uh-huh.

Uncle Stanley said Flynn was mugged.

That he must've had amnesia.

But you saw his face when they got him.

He was a frog. Fraud. A fraud.

But he knew who he really was. He knew he was busted.

That's what I saw on his face. Forget him.

But Flynn was part of our family.

Flynn was only make-believe.

Nothing about him was real.

Then why did he stay here so long?

Why did he care so much about us?

Haven't you even wondered?

Hey, sweetie, I'm just gonna-- I'm gonna lay down,

and I'm gonna rest my eyes, okay?

I'm sorry, Mommy.

I'm sorry too, sweetie.

♪ Why they mean so little now ♪

♪ I do not understand

♪ How or why

♪ But I

♪ Will wait

♪ For you

♪ I

♪ Will wait

♪ For you

[dings]

Oh, Zoe, I'm so sorry your Mr. Flynn

turned out to be a lousy rat.

I thought he was a amphibian.

Oh, whatever he was, don't worry.

If he so much as dares to show his face around here,

lights out, Casanova.

Zoe, I didn't rip up your card.

It was Kate.

She even admitted it.

Would you wait? I'm trying to explain.

I brought you your valentine.

You're kidding me, right? I've been standing around here all morning.

Sam, this really isn't the time, okay?

I just don't want to hear--

Zoe.

You came back. You came back.

Can you ever forgive me, child?

Oh, how I pray that you do.

It's not me you have to worry about.

She's home, then? With a splitting headache

and the mood to go with it.

Well then, to her side I must go.

That's not going to be very easy.

Mrs. B.'s staked out in the lobby playing watchman.

Uncle Stanley's already been by twice this morning.

So, even if you could get in--

Not could. Must.

Or give my life in the trying.

I could help you.

That is, if you're willing to let me in

if you're brave enough to try.

Brave how?

Is there a problem?

Uh...

Here. This should help.

[grunting]

How much did you eat for breakfast today?

[grunting continues]

There we go. [stammering]

Oh, yep. Yes.

Into the breach, heart wide open.

For luck.

Luck.

Luck. Yeah. Yes.

So badly needed.

Thank you.

[heart pounds]

[pounding continues]

[Wilkins] Steady, sir. Bit close for my comfort, given your vertigo.

All right. Okay. Here we go.

Okay.

Whoa.

No. Fear not. [pounding continues]

Your lady awaits.

Come on, Percy.

Zounds.

[gasps]

You. What are you doing in my apartment?

Don't make me get my purse.

[knocking]

Zoe, I'm trying to get some rest, sweetie.

The door is open. Just let yourself in.

Gwendolyn?

I'll call the police.

Let them come.

I fear no justice for the wrongs I've done

during our brief time and budding courtship.

Our what? Our courtship?

How full of yourself are you?

Too full, and for far too long.

I've spent my entire adult life shirking responsibility.

Caring only for my own comfort and my ease.

And never, until now, felt regret.

Well, you can just regret yourself right out of here.

Verily, I'll away, but not before you hear what I carry in my heart.

Okay, will you stop with the Shakespeare already?

Just spit it out, Percy. Percy is no more.

And Flynn, he has fallen madly, wildly, and deeply in love with you.

Really? Does your fiancée know?

I have no fiancée. Oh, so she wised up too. Good for her.

Indeed. And smart enough to know that for any marriage to truly blossom,

it must take root in true love.

True love. Like in fairytale land,

where people fall topsy-turvy in love

with peppermint tomorrows.

From what Zoe told me,

you are the very woman

who went to collect a tip

only to find a note reading,

"The best tip I can give you is to marry me."

Love comes no sweeter.

Matthew was a real prince. You're--

An imposter? Guilty as charged.

But can you honestly tell me, after all that's happened,

all that's been said, that you're not pretending?

That maybe, just maybe I'm the man, not the prince,

not the king that you've been dreaming of.

A man with his heart wide open.

Who is committed and determined to be worthy of a love

that only comes along once in a blue moon.

To be worthy of you.

Forever.

Would you kiss her already?

[Zoe, narrating] And so it came to pass

that city by the bay fell in love,

with her own little lily pad.

Named for my baby sister Lily.

While the princess who made it all happen,

moi, is doing okay too.

But Sam my guys is-- Well, you know how boys are.

I can't be sure if he's going to be a prince

or just a charming toad, giving flavor to my life.

Want some gum?

Strawberry?

Sweet.

And they all lived happily ever after.

Well, mostly happily ever after...

Closed-Captioned By J.R. Media Services, Inc. Burbank, CA