- Fran Fine: [after a lengthy chase around the house] Stop hitting me with that purse! Now what's wrong with this picture?
- Bette Midler: I give up!
- Fran Fine: We're Jewish, we're running, and there's macaroons over there!
- Bette Midler: Are they fresh?
- Fran Fine, Bette Midler: WHO CARES?
- [they start eating the cookies]
- Maxwell Sheffield: [about a charity auction they're organizing] Good idea, C.C., putting Tom at our table.
- Fran Fine: [overhearing] So who's Tom, and does he have a Cruise, Hanks or Selleck after his name?
- Maxwell Sheffield: Rosenstein.
- Fran Fine: Does he have a Dr. before it?
- Maxwell Sheffield: He happens to be one of the richest men in New York, and if shmoozed properly will be investing five million dollars in our next show.
- Fran Fine: Wow. Never mind what he's got in front or after his name. Does he have an "and Mrs." anywhere near it?
- Bette Midler: I adore your accent.
- Fran Fine: Oh thanks, I owe it all to Queens.
- Bette Midler: Same with me and my career.
- Fran Fine: [discussing the upcoming charity auction] Wait a minute. What do you think that they would pay for a wise, responsible person to take care of their children for a day?
- Maxwell Sheffield: Now that's a very good idea! Now, I might even bid on that my...
- Maxwell Sheffield: [uncomfortably, after getting her point] Oh, you mean you.
- Fran Fine: Excuse me, but what happened to the day when you actually tried to hide your horror?
- Maxwell Sheffield: Um, uh, well, you see... the thing is... I'm afraid that, um... well, you're so good that, um, someone might, um, steal you away from, uh, me!
- Fran Fine: Now was that so hard?
- Niles: [dressed in a sheer gown, acting as a sewing dummy for C.C] Oh, Miss Midler! I'm one of your biggest fans.
- Bette Midler: [laughing] That's a shocker!
- Maxwell Sheffield: [Fran's messed up again, putting his production and Bette's charity in trouble] I just hope Bette Midler's charity is smart enough to cash that check fast.
- Fran Fine: Well, look. He's not going to take it out on the whole show business community just because I made one itty bitty mistake.
- Bette Midler: [behind Fran with an icy look and very menacingly] Don't bet the kibbutz, bube!
- Maxwell Sheffield: [about the charity auction] Look Miss Fine, this event won't interest you. No single men, no shrimp, and no stars will be there.
- Brighton Sheffield: Well, what about Bette Midler? I thought she was coming.
- [Fran gasps, and Brighton realizes he spilled the beans]
- Brighton Sheffield: But I also thought I had an inheritance, but I'm probably wrong about that too.
- Sylvia Fine: Oh, did I love Bette in First Wives Club. I really enjoyed that movie. I found a theatre that had real butter, not just that BS canola oil!
- Fran Fine: [confronting Grace] Was the Divine Miss M in THIS house?
- [Grace cringes and hangs her head in shame]
- Fran Fine: [confronting Maxwell] Was she here the day I miraculously found that ticket for Victor/Victoria on the front stoop?
- [Maxwell cringes with guilt]
- Maxwell Sheffield: The auction's at eight. Dress formal.
- [desperately]
- Maxwell Sheffield: But I wasn't lying about the shrimp!
- Bette Midler: [about the New York Restoration project] You know, we're not here just to clean up the parks. We're going to get all the trash out of this city. I did my part. I moved to L.A.
- C.C. Babcock: I am so sick of planning this charity event. How am I gonna fit four more people at this table?
- Niles: Give up your seat.
- C.C. Babcock: [testily, making Niles cringe] Okay, listen up. I am busting my butt for an benefit that doesn't involve profit and I've got PMS. The ice is THIN!