- Niles: [coming into the kitchen singing after Fran and Maxwell saw him and C.C. in bed together] I'm too sexy for my apron, too sexy for my bagel holder, too sexy for my sub-zero, too sexy...
- Niles: [notices Fran and Maxwell] I, uh, I couldn't sleep. I was, uh...
- Fran Sheffield: Too sexy?
- Maxwell Sheffield: [after Niles raided the fridge] Niles, you've got an armful of toppings there, don't you need something to put all that on?
- Niles: [referring to Miss Babcock] I have something in my room.
- Maxwell Sheffield: [Maxwell and Fran know Niles and C.C. spent the night together, but Niles and C.C. don't know they know] C.C., I uh, thought you resigned last night.
- C.C. Babcock: Oh, can't a girl have a change of heart?
- Fran Sheffield: I think a change of clothes would do you better. Aren't you wearing the same thing you wore yesterday?
- C.C. Babcock: Um, yes. Whenever I find something I really love I always buy two and wear it the next day. Haven't you ever noticed?
- Fran Sheffield: No.
- C.C. Babcock: Well, get used to it, it's going to start happening a lot.