- Maxwell Sheffield: [looking at Fran's resume] Miss Fine, you seem to have listed the Queen Mother as a reference?
- Fran Fine: What? Let me see that.
- [walks over to look at what she wrote]
- Fran Fine: Oh, no, that's not the Queen Mother. That's my mother from Queen's.
- Maxwell Sheffield: Sweetheart, how was therapy today, hm? Any, uh, any breakthroughs?
- Grace 'Gracie' Sheffield: We did some regression work. Dr. Bort took me back through my childhood.
- Fran Fine: Must have been a quick trip!
- Grace 'Gracie' Sheffield: Oh, you have NO idea how complicated I am.
- Niles: I see you're working hard as always, Miss Babcock.
- C.C. Babcock: The theater has always been a passion of mine.
- Niles: Hmm, I can't wait to see what you'll be mounting next.
- Niles: [hands Maxwell the telephone] It's Miss Babcock for you, sir.
- Maxwell Sheffield: [taking it from him and walking out of the room] Oh, thank you, Niles. I'll take her in the library.
- Niles: [to Fran] Miss Babcock loves to be taken in the library.
- Maxwell Sheffield: We're never gonna find an actress for this part. Ann Miller passed. Gwen Verdon passed. Ruby Keeler passed ... Away, I believe. What's she doing on this list?