" W H A T !" everyone chorused in unison, followed by a loud thud.

Niles immediately rushed over to pick Sylvia up off the floor. Once she recovered from the shock, she turned to her daughter. "What are you trying to do? KILL ME?"

"Fran, I don't think you understand," Max said with a smile, "I said 'Will you marry me?'. Now you're supposed to say 'yes.'"

"I really am flattered that you've asked me to marry you, and there's nothing I want more than to be your wife," Fran explained.

"So then let's get married," Max said.

"No, this isn't how it's supposed to be. I don't want you to propose to me just to spite Miss Babcock!" Fran replied.

"Oh, God, I think I'm going to faint again," said Sylvia. "I need something to eat."

"Ma, I don't care how much guilt you try to lay on me. It's not going to work this time," Fran said.

She turned back to Max. "I want you to ask me to marry you because you're so in love with me

that you just can't live without me, not because Miss Babcock dared you to!"

"But, Fran, I do love you. Who cares what the circumstances are?" Max said.

"I do," Fran said. "Look, I'm not saying I never want to marry you."

"Thank God!" Sylvia said, looking up at the sky.

"What am I supposed to do?" Maxwell asked. "Just name it, and it's yours."

"Can you introduce me to Barbra Striesand?" Fran asked with a smile.

"I love you, but I can't part the Red Sea," Max joked.

"Hey, I had to try! All I'm saying is, I want to be sure we're doing this for the right reasons. If we get married, it has to be for us, not for Ma, or Miss Babcock, or even the kids."

Max nodded. "You're right. When I ask you to be my wife, I have to put some thought into it. You only get one chance to ask the woman you love to marry you, and I want to make sure it's absolutely perfect, because that's what you deserve." He put his arms around her and kissed her passionately.

When they finally did let go, Fran turned to her mother. "Are you going to be OK with this, Ma?"

"Well, I'd be more OK if you had a ring on your finger, so I could wave it under your cousin Marsha's nose," Sylvia admitted. "But if this truly what you want, then I'll support you."

"Thank you, Ma," Fran said, hugging her mother.

Sylvia turned to Max. "But make sure you do this soon. Morty and I won't be around forever, you know."

"Enough lovely dovey stuff or I am going to be sick. I need a drink," responded C.C.

"Well, go. We are all going to be sick if we have to look at you any longer," Niles replied.

"Maxwell, I'll see Monday. Hopefully by then you are more sensible then," C.C. said then walked away.

"Well, darling your father and I are going to go home now. It' s getting late," Sylvia remarked.

Alright Ma, I'll call ya tomorrow. Night Daddy," Fran said as she hugged her mother.

Looking at his watch Maxwell said, "Oh my goodness it's after midnight. We better get the children home." Looking around he asked, "Where are the children?"

Pointing over to their table, Fran replied, " Aww, look Brighton and Gracie fell asleep."

"Too much excitement for one night I guess," Maxwell said.

"Ya, you could say that again," laughed Fran.

Maxwell gave Fran a quick kiss on the lips and said, "Let's go home." And they gathered up the children and Niles and headed home.