In this episode we see Fran telling Morgan Faulkner they attended Hillcrest High together, but in "Material Fran" she tells Kathy they went to Flushing High together.
In the scene in the kitchen, Fran takes a sip of her milk and sets it down on the right side of the plate of cookies. It is considerably less than half full. She looks down at her watch, and Brighton walks into the kitchen. The glass of milk miraculously moves to the left side of the plate, and is half full again.
Fran: (while holding a glass of milk) Got guilt?
Fran: Ma, do you ever worry you've made all the wrong choices in life?
Sylvia: Well, sometimes I'm sitting across from your father...
Sylvia: And I can't help but wonder...
Sylvia: Is he going to finish that lambchop?
C.C.: Aren't you ashamed of being butler?
Niles: I don't know Morgan Faulkner.
C.C.: No, I mean in general.
Fran: Oh, sweetie! Hi, angel!
Maggie: Oh, this job is so cool. Today, I met Woody Allen.
Fran: Oh, is that exciting?! You stay away from him.
Maxwell: Does everyone eat like this on the Jewish holidays, Ms. Fine?
Fran: Why do you think we wandered the desert for 40 years? We were walking off the meal.
Maxwell: How is Margaret going to make anything of herself if she doesn't go to college?
Niles: I know four years at Oxford opened a lot of doors for me. (Opens the door leading to outside, and starts washing the glass window)
Fran: This isn't about me and Morgan. Ever since Maggie took this job, I never see her! I have nothing to do all day.
Maxwell: You could take care of my other two children.
Fran: Nah. I'm distancing myself from them. I owe them money.
Fran: (To Niles) You know, it takes a lot more to being Jewish then just cooking... there's a whole nother wiener you got to schnitzel, mister.
C.C.: You know, Maxwell, I don't want to look a gift horse in the mouth...
Niles: Then don't floss in the mirror.
Niles: Sylvia has invited us over for the Jewish holiday.
Maxwell: Now, is this the holiday Miss Fine said you can't eat all day then stuff yourself, or one where you light candles then stuff yourself, or one where you build a straw hut then stuff yourself?
Niles: I believe it's the one where you hide crackers from small children, then stuff yourself.
Maxwell: Ah. Passover.
Fran: (After finding out Morgan Faulkner was on her way to the Sheffield's house) Oh, well, I'm going upstairs. I can't stand to be around people who are ashamed of who they are.
Maxwell: Well, don't you even want to see her?
Fran: And have her find out I'm a nanny? Have you gone mental?
Maggie: Fran, I have to go to an out-of-town college! If I stay in this house, I'm not gonna have any social life!
Fran: Oh. It's the house?!
Maggie: You know what, she is such a slave-driver. I walk in there, she wants me to turn around, drive to the airport in rush hour...
Maggie: ...to pick up Barbara Streisand and James...
Fran: Brolin?! Gimme the keys! Gimme the keys! Gimme the keys! (Grabs the keys from Maggie) It's the miracle of Passover! The Messiah is coming!
(rushes out of the apartment)
(Gracie is reading from a Passover booklet)
Sylvia: You forgot the last question.
Gracie: Oh. When is daddy gonna marry my daughter already?
Fran: That question was to remind us of my suffering.
Maggie: I can't dwell on the negative horrible things that might happen in the future.
Fran: (Snaps her fingers) I keep forgetting, you're not Jewish.
Fran: (Sobbing) I can't believe Morgan took away the only daughter I never had.
Morgan: Oh, come on Fran, you don't need to pretend. It's just me, two-time-Academy-award-winning Morgan Faulkner. Did I mention I just did a pilot?
Fran: Really, what airline?
Morgan: Don't tell me you're Mrs. Sheffield.
Fran: Well, let's just say we don't need to sign a piece of paper, but the kids adore me, I live here, you fill in the blanks.
Morgan: So you're the nanny.
Fran: And the blanks are filled.
Maxwell: Miss Fine, let me ask you something. If Barbra Streisand and your mother were both drowning, who would you save?
Fran: Well, I'd save my mother. Barbra could walk on water.
Morgan: If I listened to my father, I'd be working at that bridal shop in Flushing.
This is an allusion to the former job Fran had before she became the nanny, as sang in the opening credits.
Fran: You know, her first acting job was sitting on Baretta's shoulder.
This is a reference to Fred the Cockatoo, the bird who sat on Tony Baretta's shoulder in the series, Baretta. Baretta was a detective series that ran from 1975-1978.
Fran: Look who you've got on the payroll... Harpo, Groucho, and Draino! (Referring to herself, C.C., and Niles)
Harpo and Groucho are two of the famous Marx brothers, sibling comedians who appeared in vaudeville, stage plays, film, and television. Draino is a play on the name of another brother, as all of their stage names ended with the letter "o"...Chico, Harpo, Groucho, Gummo and Zeppo.
The episode title is a parody play of Passover, a Jewish holiday which commemorates the exodus of the Hebrews from Egypt. The holiday last for eight days.
Fran guilt trips C.C. after she makes fun of her and when she leaves the kitchen, Fran picks up a glass of milk and says "Got Guilt?", basing it on the very popular milk commercial slogan.