Fran is involved with a charity auction hosted by Maxwell and Bette Midler. Fran takes a child prodigy to Yetta's nursing home and the death of a resident so traumatizes the child that he swears he will never play the piano again.
Fran follows Maxwell to London and after a wonderful afternoon they almost commit to each other until they learn that Niles has had a heart attack. C.C. realizes that she doesn't hate Niles as much as she appears to.
When a Cambodian woman that Fran and Val sponsored as a child visits New York and comes between the two friends, Fran fears she'll come between her and Maxwell too. To stay in the family Frans comes up with a plan to get engaged to Brighton.