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1 Will you stop with that face already?

Nobody is going to be looking at you.

You're the bridesmaid, not the bride.

There's a sentence you can't hear often enough.

Excuse me. Sylvia, did you say you wanted waffles or pancakes?

"And", I said, "And."

Wow, Fran, great dress.

Hey, when are you going to get the sheep to match?

( laughs )

That's it, I'm not going.

Don't listen to him.

When did he become Elsa Klensch?

If you want to know about fashion,

take a cue from me.

Oh, my God!

( Maggie laughs )

Gracie, stop laughing.

Fran looks beautiful.

No, really, Fran,

cool dress.

I guess we won't be clearing a space for her Academy Award.

Fran, when you get married, can I be your flower girl?

Sure, honey, if you still feel the same way when you're 40.

Here you are, Sylvia.

Waffles and pancakes.

You didn't have light?

Sylvia, the barn door is open

and the horses have left the building.

Ma. Ma.

♪ She was working in a bridal shop in Flushing Queens ♪

♪ Till her boyfriend kicked her out ♪

♪ In one of those crushing scenes ♪

♪ What was she to do? Where was she to go? ♪

♪ She was out on her fanny ♪

♪ So over the bridge from Flushing to the Sheffield's door ♪

♪ She was there to sell makeup, but father saw more ♪

♪ She had style, she had flair, she was there ♪

♪ That's how she became The Nanny ♪

♪ Who would have guessed that the girl we've described ♪

♪ Was just exactly what the doctor prescribed? ♪

♪ Now the father finds her beguiling ♪

♪ Watch out, C.C. ♪

♪ And the kids are actually smiling ♪

♪ Such joie de vivre ♪

♪ She is the lady in red ♪

♪ When everybody else is wearing tan ♪

♪ The flashy girl from Flushing ♪

♪ The Nanny named Fran ♪

( upbeat music playing )

( upbeat music continuous )

I wish I could dance like that.

You mean swing?

I mean with a man.

You know, Fran,

if you really wanna dance,

I'll dance with you.

No, I never pictured swinging with you.

Really?

You never had that fantasy?

No.

Me neither.

Well, I still don't have a date

for my cousin's wedding.

What are you doing on Saturday?

Oh, all of a sudden, I'm good enough for you?

Frankly, I'm amazed that we haven't even been picked up yet.

I mean,

look around, have you ever seen such a bunch of pathetic,

desperate women?

- Oh, hi, Miss Babcock! - Hi.

Hi.

Wow,

what a surprise running into you here.

Well, you know,

I'll try anything once.

( Fran giggles ) C.C., your usual?

Oh, it's alright.

Come on, we're all here for the same reason.

Well, speak for yourself, Franny Fine,

I just came for a tall Black Russian.

( Fran giggles )

I'd be happy with a short tan Jew.

( Both laugh )

- Okay, Miss Babcock, - Fran: Oh, yeah,

- where you going? - Where you going?

Hang out with us a little bit.

You know, just because I work with the kids all day

doesn't mean I can't engage in intelligent,

adult conversation.

So, when was the last time you had sexola?

Oh,

the next one is on me, Miss Babcock.

Well, thanks, Val.

You know my name?

Of course I know your name.

Yeah, but you never called me Val before.

I always thought you hated me,

but everyone told me I was being stupid.

Well, don't listen to other people,

you're absolutely right.

Excuse me, ladies.

Which one of you ordered the short Jew?

All: Me.

No, this one had a very distinct voice.

Hi.

You must have really deformed adenoids.

That's your idea of a come on?

I'm sorry, I'm a doctor.

Come on.

( Jazz music playing )

"And then the beautiful Snow White

"and the handsome Prince Charming

lived happily ever after."

This story really screws with women's heads.

Eh?

Well, what are the women out there supposed to do

who look more like Grumpy and Dopey?

Well, that's why they sell Clinique.

Oh, Miss Fine, where are you off to?

I'm seeing an ear, nose, and throat man.

So you finally heard yourself on a tape recorder, huh?

Now you know what we have to live with

day in and day out...

You meant seeing him socially, didn't you?

You know, I may have a funny voice,

but at least I ain't the one sitting home alone

revisiting "Brideshead."

So, Miss Fine, what's this Bob fellow like?

He is so adorable, you're gonna love him.

I can't wait for you to meet him.

Well, the important thing is that you love him,

Miss Fine.

Do you love him, Miss Fine?

Don't be ridiculous.

It took me three years to fall in love with you...

Yoo-hoo's chocolate beverage.

Moving on.

Miss Fine, I believe your young man just pulled up

in his $80,000 Porsche.

Oh, convertible?

- No. - Mine is a convertible.

Yes, plus you have that cool window Garfield.

( Doorbell rings )

- Hi, Fran. - Hi, Bob.

God, you look great.

Thanks.

Oh, Bob, you can't park there, it's illegal.

Fran, I'm a doctor.

I can park anywhere.

Even at a red curb

like in front of Ben & Jerry's?

Even at a fire hydrant in front of Loehmann's.

Here's a towel, sir.

Go ahead and throw it in.

Mr. Sheffield, I'd like you to meet Bob.

- Bob, my boss, Mr. Sheffield. - How do you do?

I noticed your Porsche outside.

I'm just a little curious,

why didn't you get the convertible?

It's a little mid-life-crisis, if you know what I mean.

( Niles giggles )

Oh, there's nothing in here to get me out of it.

Fran, I wish I'd met you sooner.

Where were you 10 years ago?

At my sweet 16 party.

( All laugh )

We should get going.

I hope you like lobster.

I hope you like a very

hands on mother-in-law.

Well, he seems like a nice chap.

Funny, handsome,

personable.

But, sir, you have that shiny, red convertible.

Sir, could I have some time off to see a doctor

about this self-destructive behavior?

Bob: Mmm, yeah,

it's good, it's... Yeah.

Your glands don't seem swollen at all.

No, you're fine.

Oh, wow,

lobster, dancing,

and a free checkup.

You know, maybe next time I see you,

you could bring some of those paper hospital robes.

They're really great for when I dye my Easter eggs.

Fran, I can't believe how well we're connecting.

- Hmm. -It's like I can tell you anything.

It's like you're...

Not a sister or a friend.

( laughs )

Just kidding.

I just hate when women come across so desperate.

Does this place come with walk-in closets?

Yeah.

So,

you want children someday?

Yes.

Is your mother alive?

- No. - Take me.

( Thinking ) Fran: Hey, this guy is class plus.

If I marry him,

I'll be just like Alexis on "Dynasty."

I wonder if they got good bagels in Denver.

Hello, darling.

Angel, you're a vision.

So stunning. Look at you.

And all without a stitch of makeup.

( Thinking ) Aye, is this a good fantasy!

Francesca,

bring me my three precious children.

Sweetness, you hired a new nanny?

Yes, and she's brilliant.

I just hope I can trust you around her

with those tiny little skirts

and stiletto heels.

( Thinking ) I'm no fool.

Hello, Lolique.

You're looking butch as always.

You're just jealous

'cause I don't have to wear shoulder pads.

I was a damned fool.

It's you I've loved all along.

I should have married you when I had the chance.

Yada, yada, yada.

I'm happy now.

You stay away from my husband,

you gorgeous woman with the perfect figure.

( Thinking ) Gee, I wonder whose fantasy this is.

( grunting )

Fran: You slut!

I loathe you!

( Thinking ) Fran: At 29, my life is finally going to be perfect.

29?

Aye, I'm lying to me now.

Raise your hand if you're in love.

Raise your hand if you're gonna die a bitter

lonely, old Englishman.

Miss Fine?

Oh, no, thanks, Niles, I'm not hungry. I know!

I can't eat, I'm too happy.

It's like I've been possessed by a Gentile.

- Would you stop following me? - Why?

Because I don't want to be your friend.

Oh, how can I make you understand?

I don't like you.

I understand that, I'm not stupid.

What I don't understand is why?

Why, Miss Babcock,

why?

What's this I hear you're going to the wedding with Val?

You what the family's gonna think?

What, Ma, that I'm gay?

That I don't mind.

But you couldn't do better than Val?

Oh,

does Ellen really want to put herself through this?

What the hell is wrong with you?

Ma!

Not you, you!

A plate. Hello!

Ma, I didn't wanna tell you this

'cause you always get so carried away,

but, Ma,

I met the man I'm gonna marry.

Oh, my God!

What? What?

Miss Fine, don't you think you're moving a little too fast?

Please! You don't know how old she is.

She's gonna be 30...

Chocolate chip in the pancakes?

Mmm.

Meanwhile, if you like this guy so much,

why don't you take him to the wedding?

It'll give him a chance to meet the whole family.

I think you just answered your own question, Ma.

You should be glad your daughter's a spinster, Sylvia.

This wedding cost me a fortune.

That would explain why you couldn't

get your hair colored.

( Wedding organ music playing )

- Fran? - Bob?

- What are you doing here? - What are you doing here?

Isn't that adorable?

Let me get a picture of you

and your cousin Bob.

Both: Cousins?

Here, Miss Fine, I thought a spot of hot tea

and a little pound cake might help.

Oh, Mr. Sheffield, ( cries )

does it have a glaze on it?

Hmm-hmm.

Mr. Sheffield, what's wrong with me?

Why can't I meet the right guy?

Every time I think something's going right,

something weird happens.

You say you love me and then you take it back.

Another guy turns out to be a thief,

then there's your brother,

which you know nothing about, moving on.

Thank you.

Oh, God, Miss Fine,

I can't take this anymore.

Watching you with Bob,

watching you with all these other dates,

constantly getting involved with men

who are no good for you.

Miss Fine, it's time I did something

I should have done ages ago.

Oh, Mr. Sheffield,

what are you saying?

( Gasps ) Oh, wait a second,

I have to figure this is going to be

a memorable moment,

and I wanna have my lips on.

Miss Fine?

Yes, Mr. Sheffield?

I think it's time I sent you to a therapist.

Not a lipstick moment.

A pound cake moment.

Fran, why exactly did you come here?

Well, 'cause Mr. Sheffield's paying.

And who is Mr. Sheffield?

Well, he's the guy I live with.

Actually, my boss.

But he told me that he loved me and then he took it back

before anything happened.

Except for the time that I saw him naked,

which really was an accident.

Like the time that I woke up with him in bed.

But, you know, this isn't the problem.

( laughs )

Oh-oh, you're serious?

Well, you know what I like to do, Fran?

A little word association.

I'm gonna say a word

and then you just tell me whatever comes to mind.

- Okay. -You'd be amazed at what we can uncover.

- Coffee? - Cake.

No, it hasn't begun yet, I'm just offering.

What? Cake?

- Coffee? - Pass.

Right, let's begin.

- Okay. - Here's the first word.

- Man. - Husband.

- Doctor. - And Missus.

- Pen. - Pre-nup.

We seem to be a little stuck here,

- Fran. - Oh?

Try opening your mind to all possibilities.

Okay, okay.

- China. - Pattern.

- Fish. - Or chicken.

Do you ever think of anything besides marriage?

I do.

Fran, you're suffering from an obsession.

Now, in order to solve this,

we're going to have to work together.

You'll have to come to see me three times a week.

And I'll just call my contractor

and tell him to begin work on the new spa.

( Fran laughs )

Dr. Miller,

I don't have an obsession.

I just really, really, really wanna be married.

What you need is not a man, Fran.

You need confidence.

And until you start working on that,

you'll end up in an unhealthy,

co-dependent relationship

like the one I had with my ex-wife.

You're single?

- Hi. - Hi. Now, come on, Fran.

We gotta get to the club before all the good ones are taken.

Val, I'm in therapy now.

I'm not going to go to meet a man.

I'm talking about the quesadillas.

I'll get my purse.

Hi, Miss Babcock.

Hi.

Don't be so shy.

You haven't called me all week.

I tried, but your phone's been disconnected.

But don't worry,

Niles gave me your new number.

Oh, he did, how sweet.

I'll just have to go and thank him for that.

Oh, hi.

Ah, hi, Miss Fine, how was therapy?

Oh, it is amazing.

You know, Dr. Miller is right on the money.

Well, your money.

( Sheffield laughs )

Did you know that I was obsessed

with wanting a relationship?

Oh, I don't think that's true. Did he cure you?

He told me that I have to focus on myself

being an individual and to stop obsessing

on wanting to be married.

The man's a genius.

He said,

"Just let go of the past."

Forget about what you said

"or didn't say or took back."

Oh, the man's a God!

( Fran laughs )

Let's go, Fran. We're never gonna get into the club.

- All righty. - Wait, wait, Miss Fine,

you're going to a club dressed like that?

Oh, yeah. You know, it's part of my therapy.

I no longer dress for men.

No more jumping on your desk

in tight little skirts.

No more parading around the house in cute little crop tops

or wiggling around in my bikinis on the beach.

By the way, here's the bill.

What happened to not dressing for men?

Well, it's a process.

Meanwhile, does he look depressed?

Yeah.

Therapy's working.

- Happy. - Both: Meal.

- Cold. - Both: Cuts.

- House. - Both: Of Pancakes.

Excuse me.

Yes, this is Dr. Miller.

Why don't you go ahead

with the imported tile for the spa?

( Jazz music playing )

( jazz music playing )