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
Elenco: Fran Drescher , Charles Shaughnessy , Daniel Davis , Lauren Lane , Nicholle Tom , Benjamin Salisbury , Madeline Zima , Rachel Chagall , Ann Morgan Guilbert , Renée Taylor .