"Do you remember you asked me if there was anything I wouldn't lend? I've given it a lot of thought and now I know there is one thing I'll never lend to anyone."

"I once fell in love with someone. After a while she was gone. I couldn't stop wondering if she loved me or not. I went to 2046 hoping to find her there. But I never found her."

"Take care. Maybe one day you'll escape your past. If you do, look for me."

"As I recall, that's the very last time we saw each other."

"When the Peony blooms, she stands tall. Does she mean no or yes?"

"In love you can't bring on a substitute."

"Everyone who goes to 2046 has the same intention, they want to recapture lost memories. Because in 2046 nothing ever changes. But, nobody knows if that is true or not because no-one has ever come back."

"I want to know how you feel. I'm scared to hear your answer but, I need to know. Do you like me? Or not. Leave with me."

"He didn't turn back. It's as if he boarded a very long train headed for a drowsy future through the unfathomable night."

"When you don't take "no" for an answer, there is still a chance you'll get what you want."

"I have a secret to tell you. Will you leave with me?"

"Let's see each other again. Then, if you think we shouldn't be together, tell me so frankly... That day, six years ago, a rainbow appeared in my heart. It's still there, like a flame burning inside me. But what are your real feelings for me? Are they like a rainbow after the rain? Or did that rainbow fade away long ago?..."

"Whenever someone asked why I left 2046, I always gave them some vague answer. It was easier."

"I once fell in love with someone. I couldn't stop wondering if she loved me back. I found an android which looked just like her. I hoped she would give me the answer."

"Edith Evanson - Alma"

"Sara Haden - Matron"

"Dan Tobin - Gerald Howe"

"Roscoe Karns - Phil Whittaker"

"Ludwig Stössel - Dr. Lubbeck"

"Reginald Owen - Clayton"

"Minor Watson - William J. Harding"

"William Bendix - "Pinkie" Peters"

"[on his and Tess's very short wedding ceremony] No one will ever believe we were married sober."

"Success is no fun unless you share it with someone."

"Women should be kept illiterate and clean, like canaries."

"The picture of the year!"

"Spencer Tracy - Sam Craig"

"Katharine Hepburn - Tess Harding"

"Fay Bainter - Ellen Whitcomb"

"[to Jane] I think we have the kind of friendship where if I were the devil, you'd be the only one I would tell."

"Wouldn't this be a great world if insecurity and desperation made us more attractive? If "needy" were a turn-on?"

"[to Jane] And if things had gone differently for me tonight then I probably wouldn't be saying any of this. I grant you everything. But give me this: he personifies everything that you've been fighting against. And I'm in love with you. How do you like that? I buried the lede."

"Blair Litton: [to Jane] Except for socially, you're my role model."

"William Hurt - Tom Grunick"

"Albert Brooks - Aaron Altman"

"Marc Shaiman - News Theme Writer"

"Christian Clemenson - Bobby"

"Jack Nicholson - Bill Rorich"

"John Cusack - Angry Messenger"

"Holly Hunter - Jane Craig"

"Robert Prosky - Ernie Merriman"

"Lois Chiles - Jennifer Mack"

"Joan Cusack - Blair Litton"

"Don Hood - Quinn"

"Barry Primus - Waddell"

"Josef Sommer - McAdam"

"Wilford Brimley - Assistant U.S. Attorney General James A. Wells"

"Melinda Dillon - Teresa"

"Luther Adler - Malderone"

"The D.A., Feds and the police set her up to write the story that explodes his world. Now he's going to write the book on getting even."