Maxwell: Oh, Niles, do you think that Ms. Babcock's upset that I asked Nanny Fine out on a date?
Niles: Oh, no sir.
Maxwell: Well, I'd hate for her to think that I didn't like her.
Niles: (innocently) Oh, wherever would she get that idea?
Maxwell: Oh, I don't know. Maybe from SOME BIG FAT BUTLER SCREAMING IT IN HER FACE!
(Niles clutches his heart, takes something out from his pocket, and puts it in his mouth)
Maxwell: Oh stop it, I know those are Tic-Tacs!