Mr. Sheffield wants to buy himself some time before his relationship with Fran grows, so he asks Fran to redecorate the kitchen. Fran invites her cousin Sheila over to help her, and Sheila proposes a special aphrodisiac decoration to give Fran a little push in conquering Maxwell's heart. But Fran finds the similarities between her life and her cousin Sheila's too big and fears that Mr. Sheffield will dump her after seeing the new decoration (exactly what Sheila's husband did to her). Fran decides then to do her own decoration, and Maxwell loves it.

Maxwell invites Fran to be his date at the very exclusive dinner party given by Elton John to celebrate Tantrums and Tiaras, the new film he and his partner, David Furnish, are premiering. Unfortunately, Fran's lurid past catches up with her when she appears in the film as the fam who prompted one of John's ""Tantrums"" by verbally abusing Elton. Yes, it's another Fine mess, and Fran--à la Lucy--goes to extraordinary lengths to hide her identity during dinner. Then, trying to hide her identity, she doesn't make a very good impression as Maxwell's date. Meanwhile, C.C. tries to cope with Maxwell's apparent preference for Fran over her.

Fran screwed up with Elton John, and Brighton won a radio contest and the prize is that a film crew is coming to his house for a music video. When the film producers crew comes, a duplicate of Fran shows up, and Maxwell starts to fall for her. Guest star: Brian Setzer.

Needing extra money for Yetta's bridal shower, Fran is hired by to be Chester's dog walker. As Fran and Gracie are strolling in Central Perk, a man distracts them and steals Chester. He asks for $20,000 for Chester to be returned safe, and for that much money Fran and Val decide to take over the investigation and rescue Chester themselves, but of course they also end up being kidnapped. Now the kidnapping couple is asking for $40,000 to return the ladies and the dog. Mr. Sheffield goes out for the rescue, but Fran gets rid of the kidnappers with some laxative chocolate Yetta gave her.

Fran and C.C. agree to let Dr. Joyce Brothers decide who's the better woman for Maxwell; Niles quits after he's denied a raise, a demand based on his faulty impression of Fran's salary.

The Sheffields, Niles, Fran, and C.C are going to Atlantic City for a project, and are staying at Trump Taj Mahal. Maxwell is jealous that Chevy asks Fran to be in his room. Meanwhile, Niles is addicted to gambling.

Mai Ling, the Cambodian girl Fran and Val "adopted" in high school for 17 cents a day, is coming to NY to visit them. Sylvia doesn't like the girl, for whom Fran and Val fight over, resulting in a split up between the two best friends. Sylvia thinks Mai Ling will also come between Fran and Mr. Sheffield, but Fran finds out Mai Ling got engaged to Brighton to get a green card!

Upset about Yetta's upcoming wedding, Fran is advised by Dr. Miller to focus her energy on new life projects. She decides to pursue an old dream of becoming a weather girl, and thanks to Sammy, who's Bryant Gumbel's uncle, Fran scores an audition for editorial commenter of Public Eye. Mr. Sheffield doesn't like the idea of Fran leaving the house, so he sets up a scheme with Gracie to convince Fran into quitting her new job. But they don't have to do that, Fran ruins her audition by herself (by mistaking gene therapy with therapeutic jeans). Meanwhile, Sylvia has problems accepting her soon-to-be stepfather.

Fran goes to Maggie's school to have a word with her Philosophy teacher and ends up developing a crush on him. After having to ask Maggie for her approval, Fran starts dating the gorgeous Jewish bachelor, which, of course, upsets Mr. Sheffield (who won't do anything regarding his true feelings towards Fran). Fran lies about her age to Professor Steve, and later pays the price when his astrologist tells him he should be with a woman in her mid-thirties – C.C.!

Fran and Niles fight over who gets to ask Mr. Sheffield for the weekend off. Fran wins, and Niles accuses her of seducing Mr. Sheffield to get what she wants. He decides to get back at her and allies with C.C. against Fran. Finally, Niles and Fran forgive each other, and he suggests Fran takes Mr. Sheffield with her to the Fine Family Reunion at the Niagara Falls, the perfect place for him to propose and a solution that will give them both the weekend off. Unfortunately, Fran doesn't listen Mr. Sheffield's proposal. He slips and falls, with no recollection of what happened.

Val has two tickets for Michael Bolton's album premiere party, so Fran asks Mr. Sheffield on a romantic date. She's terrified with a weird rash that appeared all over her body, and rushes to the hospital after Mr. Sheffield decides to take her up to a room for their first intimate night together. She gets a cortisone shot from an inexperienced doctor, which makes Fran swells like a balloon. The romantic night is ruined, thanks to Sylvia's squash-filled pasta that gave Fran the allergic reaction.

Margo Lange, the famous actress, is starring in one of Maxwell's plays, and Ms. Fine disguises as a gardener so she can spy on them. After being busted by Mr. Sheffield, Fran accidently sprays water on Margo, and as she tries to dry her, Margo's famous Marilyn-Monroe-like mole comes out. Fran takes her mom to the doctor, and as they were talking on the waiting room, Cindy Adams, the columnist, overhears the story about Margo's fake mole, and announces it on her show, which makes Margo quit the play. Now Fran has to make things up to Mr. Sheffield, and in order to do so, she comes up with the idea of selling fake moles on the internet with Margo. But the whole plan falls through after Maxwell blabs about it to Mel Brooks, who steals it. Maxwell asks Fran to marry him so he can be forgiven, but she says no to it because she doesn't want to marry a man out of guilt. But he actually meant it this time...

Fran decides to take her father to a basketball game, but he refuses to go knowing the tickets came from Mr. Sheffield. Confused, Fran goes to Dr. Miller for advice, and he tells her she's always looking for men like her father – that will keep a distance between them. Fran decides then to make Mr. Sheffield change, and when that doesn't work, she decides quit her job and change herself. Not wanting to let her go, Mr. Sheffield – Maxwell – calls her Fran. Although they agree on not doing it in front of others yet, Max and Fran take their first step on the road of commitment.

Gracie is invited by a school friend to fly to his palace in Koorestan. Fran tries to convince Maxwell to let Niles take her, so they can call each other by their first names all weekend, but Max needs Niles there so he sends Fran instead. There, she is flattered by all the luxury, and by how much the Sultan looks like Mr. Sheffield. After the Sultan invites Fran to stay with him forever, she thinks he proposed and says no. And when she decides to fly back to NY, she is surprised to see that her passport and clothes are missing, and there are guards at her door. Meanwhile, Niles tricks C.C. by saying that it's Mr. Sheffield's birthday and she uses his gift to look good, but Niles had tickets to Koorestan instead. Mr. Sheffield goes to Koorestan to rescue her, but turns out the Sultan only wanted her to be his nanny. Mr. Sheffield says he loves Fran.

Fran is thrilled to tell the family that Maxwell has told her he loved her, and this time he didn't take it back! Everybody is happy for her (except for C.C.) and congratulate Fran. Maxwell reveals to Niles that he bought an engagement ring and is going to propose to Fran tonight. He, of course, can't keep a secret and tells Fran, who tells Sylvia, in a chain reaction that results in virtually everybody knowing about it. Maxwell asks Fran to invite her family over because they're having a very important dinner at the Rainbow Room and they should all be there. All the Sheffield and Fine families gather and wait for Maxwell, who never shows up. Afraid something happened to him (because she was sure he wouldn't just leave her waiting), Fran goes after him, and finds a passed out Mr. Sheffield behind the theater. He was knocked out by burglars who stole his watch and Fran's ring. Nevertheless, he proposes to Fran.

Maxwell decides to shop for a new ring for Fran, and Sylvia asks them to go to their uncle Stanley's, because he is family. But once there, they change their minds and go to Cartier instead. Fran gets an astonishing ring and they are mentioned in the social column (and Fran's name is mistyped Fran Fone...). But Fran starts to see that she might not be very well accepted among Maxwell's rich friends: she, Sylvia and Val are mistaken by ordinary people at a fancy clothe store, and at a dinner party Fran finds out that everybody is making fun of her behind her back. Hurt and afraid she might not be good enough for Maxwell, she goes to the park and meets a homeless man. She offers him chicken and opens her heart for him, giving him her address and offering him to drop by at anytime he feels hungry. That man turns out to be one of the richest men in the city and he ends up sponsoring Maxwell's new play. Meanwhile, Sylvia gets Maxwell and the kids to call her ""ma"" and ""nana""; Niles has fun b

Fran attends her high school reunion and is surprised to see that all her old friends are getting divorced, while she's the only one getting engaged. Trying not to be affected by all the negativity, Fran discusses with Maxwell the little things of life as a couple - which side of the bed they sleep on, what to do on the weekends, and how many children they'll have. That becomes an issue because Maxwell doesn't want anymore children, while Fran does. After realizing how much motherhood means to Fran, Maxwell says they'll plan it in the future, leaving them plenty of time to practice. Meanwhile, Niles goes through depression without having Ms. Babcock around to tease on; and Gracie gets scared she'll be sent away to a boarding school after a friend tells her it happened after her dad married her stepmother.

Maxwell's father unexpectedly passes away, and in his will he leaves everything to Concepcion, a secret daughter he had with a flamenco dancer. C.C. is back from the sanatorium and doesn't miss the opportunity of terrifying Fran and trying to split Fran and Maxwell up. Afraid that the Sheffields are going bankrupt, Fran visits Concepcion trying to persuade her to share the money with her siblings, but can't. Knowing what if feels like being poor, Fran tells Maxwell that she'll understand if he decides to marry a rich woman in order to keep his lifestyle. C.C. offers herself to marry Maxwell, but his love for Fran is beyond money. Then Sheffield's lawyer arrives with the news: Concepcion decided to share her money, all because Fran made her feel like family. Niles plays tricks on Ms. Babcock, making her doubt her own sanity.

Pressured by his family, Maxwell wants Fran to sign a pre-nup, which upsets her. She thinks he doesn't trust her and/or doesn't have faith their marriage will last forever. Unbelievably, Val is the one that opens her eyes to what's happening and how it is better for Fran to sign it. Brighton has an ice-skating accident and is taken to the hospital, and Fran is not allowed in because she's not his legal guardian. So she disguises herself as a nun (much like in guest Whoopi Goldberg's Sister Act) in order to see him. In the hospital room, Fran tells Brighton, Maggie and Gracie that she loves them like they were hers. After listening to that, Maxwell decides he doesn't want Fran to sign any pre-nup, but the adoption papers that will make Fran the kid's mother. Meanwhile, C.C. sends in a temporary substitute, who walks, talks and acts just like her, for Niles's desperation - until she reveals her taste for men.

Maxwell's brother, Nigel, is back to throw him a bachelor party, and Fran is terrified because Maxwell doesn't know that she almost married Nigel a year and a half ago. She tries to keep it a secret, but after Nigel gets drunk at the party, he tells Maxwell, just as Fran comes out of the cake in a surprise for him (after Sylvia confessed that Morty cancelled his wedding and ran off with the cake girl - Sylvia!). Fran and Maxwell have a fight over it, and they end up calling the wedding off, until C.C. (under the influence of Prozac) tells Fran that Maxwell didn't spend 5 years ""doing the one man show"". So Fran gets Marla Maples, who had a quick fling with Maxwell a year and a half ago, and confronts Maxwell. They finally realize they love each other and call the wedding back on.

Fran moves to her mom's because she doesn't want Maxwell to see her 24 hours before the wedding. Maxwell's sister arrives for the wedding and says their mother is not coming because she doesn't like Fran, which concerns Maxwell, but after awhile he gets over it, after realizing that it's not important. Fran goes to Jersey to pick up her sexy white negligee that she had ordered specially for their wedding night. On their way back, Val's car breaks down in the middle of nowhere, and Sylvia, Val and Fran have to spend the whole day waiting for someone to rescue them. Maxwell is visited by a very special someone: Sara, his late wife, who comes to wish him a happy marriage and confess that she sent Fran into their lives. Val's mother call Maxwell and goes to rescue them.

Finally, after 5 long years, the wedding day has arrived. Fran spends her last night as a single woman at her mom's house, where Sylvia reads her a letter she wrote to Fran when Fran was born. They both cry. Just a few moments before the wedding, Maxwell's sister Jocelyn tells Fran that the social differences between she and Maxwell will ruin their marriage as it did to hers. At the ceremony, Ms. Babcock tries to give it one last shot and pretends being the bride, but it doesn't work. Fran doesn't show up at the altar, leaving everybody apprehensive about what happened to her. Sylvia goes to her dressing room and finds Fran crying on the couch. Maxwell arrives and Fran tells him that their marriage will never work and decides it will be better if they cancelled it. Max tells Fran that what happened with his sister will not happen to them, because they love each other. He tells Fran all the wonderful things she has and says he will never get bored with them. The wedding proceeds, and Fr