 Fran wants Niles to accompany Grace on a trip to meet her penpal, but Max says that Fran has to go because he needs Niles to stay home. When they arrive, Fran discovers that the sultan looks an awful lot like Max, but doesn t let it discourage her...until he tries to prevent her from going back to New York. The real Max comes to rescue Fran and the sultan reveals that he didn t intend to make Fran his wife -- just his nanny. Also in this episode, Max tells Fran that he loves her -- and doesn t take it back.