Goof: When using a pay telephone, Fran starts to dial before the coin has dropped.
Maxwell: Whatever it is, I can take it.
Fran: Your new understudy, he's in the Mob.
Maxwell: MISS FINE!
Niles: Sir, I need to tell you something. (to C.C.) You know, they make estrogen in a patch now.
Maxwell: What is it, Niles?
Niles: It's about Miss Fine.
Maxwell: Well, out with it, man.
Niles: I can't tell you. Anyone who knows may be in grave danger.
Maxwell: Then why did you come in?
Niles: (Points at C.C.) To tell her.
Fran: Tony's a...
Val: A nose picker? Oh, those are the worst. Does he do it while he's driving? What is it with guys in cars, they think people can't see?
Fran: Oh Val, I blame myself.
Fran: So tell me about yourself. What do you like to do other than dress a million bucks and drive around in a limo? Which is all I really aspire to.
Tony: It's not important what I do. What's important is who I am.
Fran: Who are you?
Tony: It's not important who I am. It's important who I am with.
Maxwell: (Referring to C.C.) Well, she got you that time, old man!
Niles: Oh, I let her have that one, sir. She gets satisfaction from a man so infrequently.
Fran: Hey, wait a minute! Tony's not the only one with muscle in his family. I got relatives, too! I can have him taken care of!
Niles: You mean killed?
Fran: No. Audited.
Maxwell: What kind of car does he drive?
Fran: A limo.
Fran: Stretch. It's enormous.
Maxwell: Bigger than mine?
Fran: Oy, if it's so important to you, whip yours out of the garage, and we'll have a limo-measuring contest!
Maxwell: What's this Tony fellow like, anyway?
Fran: Oh, well, he's cute, he's rich, he's got an adorable accent, and he loves musical theater. I tell you, he's like nobody I've ever met before.
Maxwell: Oh, Miss Fine, look at you. Don't you look ravishing!
Fran: Thanks! I'm going out with Tony tonight.
Maxwell: In that?
Fran: Don't you like it?
Maxwell: Well, I uh... it's just that it's freezing outside.
Niles: Oh, no sir, it's the warmest December day since 1902.
Maxwell: Yes, but there's a... a cold front coming in.
Niles: Oh? I didn't hear that.
Maxwell: Yes. The new butler is bringing it.
C.C.: How does she do that to him?
Niles: Oh, it's a female thing. You wouldn't understand.
Maxwell: Don't you have something to do?
Fran: Absolutely. I need to ask you for some time off. I got to get off early on Thursday. I've got a date, which means that I've got to gel, mousse, pluck, blend... Oh, I'll tell you, I'll be glad when this natural look is out!
Maxwell: God, how can you cause me such consternation?
Fran: Well, I think it's the banana bran muffins, myself. I mean, banana, bran... your colon's confused!
Fran: Meanwhile, they said you can't ever get out of the neighborhood, and look at us. You in your cashmere overcoat, me in... my boss's mansion.
Maxwell: C.C., are you insane?! How could you tell our star she can be replaced?
C.C.: Maxwell, anyone can be replaced.
Maxwell: Not Whoopi Goldberg in "A Night with Whoopi Goldberg"!
Bloopers from this episode were shown during the closing credits.
The title of this episode is based upon the famous quote I'm going to make you an offer you can't refuse from the 1972 movie The Godfather.
Fran: ...and sirloin and t-bone and flank, oh my!
This is a play on the famous line from The Wizard of Oz, "Lions and tigers and bears, oh my"!
Fran woke up from her sleep and discovered that there was something in her bed. Afraid that it might have been something bad from the mobster she was dating, Fran removed the covers to find a toy horse's head there. She screamed untill she realized it was actually Gracie's. This is an allusion to the movie The Godfather, where Jack Woltz found himself in bed with the severed head of his prized horse, courtesy of Don Vito Corleone, after Jack refused to sign Johnny Fontane for his new movie.
Fran: Oh, I just loved the show. Didn't you love Beauty and the Beast?
The actor playing Tony originated the role of Gaston in the Broadway production of Beauty and the Beast.