Maxwell: Sweetheart, since Imogene was an imaginary friend, couldn't you just imagine her alive again?
Grace: If only it were that simple.
Fran: She's not God, you know.
Fran: I remember when Goldie died, may she rest in peace.
Maxwell: Your grandmother?
Fran: My goldfish.
Maxwell: Goldie the goldfish. Clever. You should write.
Fran: I loved her so. And there she was one day belly-up in her bowl, her little body just covered in ick. We gave her a 21-flush salute.
Maxwell: Lovely tribute.
Fran: No. She just wouldn't go down.
Niles: Miss Fine, it's three o clock in the morning!
Fran: Thank you, Big Ben!
Niles: Lose somthing?
Fran: No, I've just always wanted to go to China!
Niles: Really, Miss Fine?
Fran: You'd be singing a different tune if your wing tips were pushing up daisies!
Niles: Let sleeping soles rest in peace.
Fran: I can't, I'm still making payments on them.
Niles: Oh, here. (Starts to dig)
Fran: Oh, Niles! You doll, you!
Niles: I just figure if we dig a deep enough hole we can bury the piano.
Maxwell: (About Maggie's shrink) She wants to see us.
Fran: She wants to see us?! Ah, shrinks. They always blame it on the nanny!
Fran: I'm not the one who cut back on Gracie's therapy.
Maxwell: You're the one who suggested it!
Fran: Since when do you listen to me?
Maxwell: Sweetheart, I know you miss Imogene, but part of her will always be with you.
Maggie: And the rest of her's in Fran's stomach.
Brighton: Unless she's already been... passed on.
Fran: I see you went with the open casket, but wouldn't Imogene be more comfortable without my expensive boots in there?
Gracie: No. She always wanted to be buried with her boots on.
Fran: They're my boots!
Niles: Lord Tailor giveth, Lord Tailor taketh away.
Fran: When death comes tapping at your tank, you need some closure. Like a funeral!
Maxwell: Let me get this straight. We're going to have a mock funeral for an imaginary friend, and Gracie's the one in therapy?
Maxwell: If this is about canceling Maggie's piano lessons, god, yes.
Fran: So she's not Liberace. Is that such a crime?
C.C.: Yes. In some countries, they'd cut off her hands.
Fran: You catch more flies with honey than with vinegar. Although what anyone would want with a whole bunch of flies... I mean, if you had a lizard to feed or a salamander or something...
Maxwell: Miss Fine, why are you in my office babbling about reptiles?
Fran: When they shot Bambi's mother, did you find that a sad moment? At all?
C.C.: I'm sure she's mounted on a nice wall in a fine home somewhere.
(During Imogene's "funeral," Maxwell and Fran are called to the phone to talk to Grace's therapist)
Fran: Maggie, dear, play something for us!
Maggie: Really? Any requests?!
Brighton: Gee, how about "Heart and Soul"?
Maggie: Okay! (plays off-key)
Niles: As if there isn't enough grief in this house already.
Gracie: Here Fran, you want a cookie?
Fran: Oh, I don't think so.
Gracie: It's all right Fran.
Dr. Bort: Go ahead!
Fran: All right, you sure you don't see anyone sitting on this?
Gracie: No, do you?
Fran: Just checking.
Dr. Bort: Well, what's the real reason that you don't need Imogene anymore?
Gracie: Cause now I have Fran.
Fran: (Hugging Gracie) Awwww, I'm speechless.
Maxwell: It's a miracle.
Dr. Bort: It's actually quite a common...
Maxwell: No; the miracle is that she's speechless.
Fran: I feel much better now.
Gracie: Me too.
Fran: Because you eat now and pay later.
The song Maggie tries to play is called "Heart and Soul", words by Frank Loesser, music by Hoagy Carmichael.
Fran Drescher's real life parents Morty and Sylvia Drescher make a cameo appearance when Fran picks Gracie up from therapy.
The end credits of this episode shows Maggie playing piano (or at least trying to)
After Fran accidentally "eats" Grace's imaginary friend, Brighton refers to Fran as Nanny Lecter. This is a refernce to the film The Silence of the Lambs. This 1991 movie portrays Dr. Hannibal Lecter, a cannibal serial killer helping an agent find a murderer who skins his victims.