In the scene in the office when Maxwell and Niles discuss making over Fran, there is a poster for My Fair Lady on the wall behind them, which is an allusion to the theme of the episode.
The title of this episode "My Fair Nanny" was later chosen as the name of the Russian remake of the series.
This episode title, however, wasn't changed for the remake, and Russians got an episode called "My Fair Nanny" inside the series "My Fair Nanny".
Fran: It also helps to unite against a common enemy... a good choice would be your P.E. teacher.
Maggie: You make it sound like a war.
Fran: It's worse. War is just hell. This is high school.
Fran: Dead, my uncle was, right on the couch! No one noticed until the seventh inning stretch when he did not.
Maggie: I'd kill to be like you!
Fran: Really? I'd kill to be like you!
Maggie: So what do you say we go out there and throw a party that will kill C.C.?
Fran: Now you're thinking like a deb!
Maureen Wentworth: My family landed on Plymouth Rock. We can be traced back through hundreds of years.
Fran: My family landed on Ellis Island. They changed our names and now we don't know who the hell we were.
C.C.: My fears are allayed. Maggie's social future rests securely in your capable hands. (Leaves)
Fran: Oh, at least her fears are getting allayed.
Maxwell: Oh, God. This is worse than an opening night.
Niles: And the critics here are much tougher.
Niles: We've finished our meal, what do we do now?
Fran: Well if you're at my mother's house, you open your pants and flop on the couch.
Fran: This is the salad fork!
Niles: Wrong again.
Maxwell: That is your shrimp fork.
Fran: Well I don't know about you, but I'm getting shrimp salad!
Niles: This is the salad knife, the steak knife, the fish knife and the butter knife.
Fran: You know, one amazing Ginsu can do it all.
Fran: Can't you just teach me how to fit in? Come on, Niles, you know all about that fancy-schmancy stuff!
Niles: Yes, I'm very proud of my command of both the fancy and the schmancy.
Maxwell: We have twenty-four hours to turn this breath of fresh air into a stale, pretentious snob.
Niles: In other words, Miss Babcock.
Fran: By George, I think he's got it!
Fran: I don't wanna embarrass Maggie. Fourteen is a very vulnerable age. I remember when I was fourteen my mother came to pick me up in a halter top and pedal pushers. I'm still looking for the right support group.
Maxwell: You'll be a rare novelty.
Fran: So in other words, a freak in the side show?
Niles: Everyone loves the circus.
Maxwell: I'm having second thoughts about this. Can you picture Miss Fine in a room full of society matrons?
Niles: Wouldn't miss it for the world.
Fran: What's the matter? These ladies don't have hips?
Maxwell: Not really, no.
Niles: And flat bums.
Maxwell: But who's looking!
C.C.: Nanny Fine, a moment.
Niles: Does this mean you're not leaving?
C.C.: Sorry to disappoint you.
Niles: I'll bounce back.
C.C.: Maxwell wants these contracts in London by morning.
Niles: (Holds out his broom) Here, hop on. With the time difference, you'll just make it.
Maggie: (On the phone) That sweater you wore today is just gorgeous. Sure, no wonder Jason Matthews has a crush on you. Don't you think he looks just like Marky Mark?
Fran: All three universal topics and sucking up. Grand slam!
Brighton: Can this be? Our Maggie has a friend?
Grace: You live long enough, you see everything.
Maggie: How do I infiltrate?
Fran: Choose from the three universal topics. Boys, clothes, and Bobby Sherman.
Maggie: Bobby who?
Fran: Okay, Marky Mark. But he doesn't have half the talent of Bobby.
Fran: All cliques are alike. There's the leader of the pack. She's the prettiest, the snobbiest, and everyone wants to be her friend.
Maggie: That's Cindy.
Fran: Forget her, she don't need you. Find the low man on the totem pole and make your move. No one listens to her, so she'll be grateful and wide open for infiltration.
Maxwell: Sweetheart, it might help you come out of your shell.
Maggie: I like my shell.
Brighton: If you stand really close to Maggie, you can hear the ocean.
C.C.: I was a debutante. It's the only way to meet the right people, make the right connections, marry the right man.
Grace: But you never got married!
Niles: Good one.
Maggie: Excuse me, does anyone care how I feel about this?
Brighton: I know I don't.
C.C.: Does the name Maureen Wentworth ring a bell?
Maxwell: Not even a jingle.
C.C.: She invested $50,000 in our last show.
Fran: $50,000 for a lousy play? (C.C. and Maxwell look at her) Which I found delightful. I'm still humming the tunes.
Fran: What is the capital of Peru?
Fran: Very good! (To Brighton) If you could fit her in your bookbag, you might stand a chance of passing the test.
Fran: A kite is like a really cute guy. You give him some slack, let him fly free, then at the end of the day you yank his string and reel him back in.
Grace: And then you hang him on a hook until you're ready to use him again.
Fran: And I'm teaching you?
Fran: What is so different between me and those ladies?
Maxwell: I wouldn't know where to begin.
Niles: Her clothes.
Maxwell: Her hair.
Niles: Her voice.
Maxwell: Her laugh.
Fran: Boy, you came up with list awful fast!
(Fran is helping Brighton study for an exam)
Brighton: I don't need to be a genius. I'm going to be a producer like dad.
Niles: We're British, we can say anything we like and people think it's Shakespeare.
(Maxwell and Niles chuckle to each other)
Fortune Teller: (to C.C.) I tell you for the hundredth time I see no tall, dark, handsome--nothing in your future!
Cindy: (to Maggie) Your father is really cute.
Brighton: You know they say I look just like him.
Cindy: They lied.
Mrs. Wentworth: We landed on Plymouth Rock. My family can be traced back for 500 years.
Fran: We landed on Ellis Island. They changed our names, and now we don't know who the hell we were.
Max: (Trying to teaching Fran to speak without her accent) Repeat after me: Mark went on a lark after dark in Central Park.
Fran: Gee, I hope he's got a gun.
Woman: (to Fran) I love that sculpture! Is it Mayan?
Fran: No, it's his'n! (points to Maxwell)
Cindy Wentworth is played by a young Nikki Cox who's best known for her later role as Tiffany Malloy in "Unhappily Ever After".
All dressed up for the party, Fran both looks and sounds very similar to Lilith Sternin-Crane (Bebe Neuworth) from Cheers.
Guest Dorothy Lyman would later become one of the show's producers and long-time director.
My Fair Lady is a musical set in England.
The title refers to the Broadway play and musical "My Fair Lady," the plot of which is borrowed for this episode. In the play, Henry Higgins bets that he can makeover a London vagabond and present her as an upper-class lady.
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