The shock settled over Maxwell. His only thoughts were "I must be going insane, because I do believe I heard Fran Fine let me out my proposal for the second time."

Niles said in a matter of fact tone "Well sir it looks like you got yourself out of it again."

Almost breathlessly Max answered "Yes, though this time I'm not so sure I wanted to..."

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Fran went up to her room to cry and think about what just happened. She loved him so much it killed her a little more each time Max toyed with her. She thought she knew he loved her even though he was silent about it, but now she wasn't so sure any more. She couldn't take it any more! As soon as she regained composure she would march downstairs and give him a piece of her mind!

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Maxwell sat in his office fiddling with his glasses contemplating the day's events. He still was so shocked that Fran let him out of it. He knew she didn't want to but did because she knew she deserved better. He knew it too. But he was still mentally kicking himself for not going after her and telling her that he loved her and that he'd marry her not out of guilt but out of LOVE for her.

A love that burned with such intensity that she occupied every thought he had...

It was then he realized...

That was it!

This is the point where he was sick of denying and hiding his feelings!

He would march up stairs and tell her that he loved her and that there was nothing to ever come between them.

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Maxwell walked right through the door to the living room just as Fran crossed the foyer.

"Mr. Sheffield! We need to talk!" Fran said with such determination it threw Maxwell off a bit.

"Actually I wanted to talk to you as well Ms. Fine." Max said seemingly undeterred by Fran's anger.

"Well I just wanted to say that I am so sick of you playing Yo-Yo with my feelings! First telling me you love me and tthen you take it back. Then you back peddle. Doing everything in your power to distract me. I AM SICK OF IT!!!!!!!!" She said it with so much force Max looked physically wounded.

"Fran... I am so sorry. I didn't mean to cause you so much pain. I am sorry that I told I loved you and took it back. I am sorry I back peddled. I'm sorry for the distractions. I am truly deeply sorry I proposed to you today for the wrong reason. You deserve much more than a guilt induced proposal. Fran I love you so much it hurts. It hurts because I lack the emotional stability to show you how much I wholeheartedly love you." By the time he finished Fran was in tears.

"Max... I love you too but how can I know you won't take it back again? I can't take being hurt so badly again. You hurt me in a way I NEVER thought I could be hurt." Fran's last statement struck a chord with Max and she knew it.

After a brief pause Max replied "I don't know Fran. I really honestly don't know. All I do know is that now I love you and I can't see my life without you."

Fran gasped. Max knew he had said something either really good or really bad. Hoping it was the first he stepped closer to Fran and kissed her. Much to his surprise and pleasure she returned the kiss.

Max pulled away and asked Fran "So I'm taking it that you know now that I can't ever take it back?"

"Yes." replied Fran.

Max then dropped to one knee and asked "Francine Joy Fine will you marry me?"

Fran's countenance was a mixture of joy surprise and awe.

"Yes, Maxwell Sheffield I will marry you!"