Niles: Well, I guess I'd better be getting back to my Maris. If the clock strikes twelve and she hasn't felt my kiss upon her forehead she gets nervous. [puts on his coat] Sam, it's been a pleasure meeting you.
Sam: Yeah, you too. Hey, listen, if you want to really put a smile on Maris's face, let me tell you what you do. [whispers in Niles' ear]
Niles: Exactly where am I supposed to find whipped cream and a car battery at this hour?
Sam: You got neighbors, don't you?
[Niles checks his watch and leaves]