"[reading a poem] He was crippled / But only his body was cracked. / It's not simple / nor is it an easy matter to explain. / Let's just leave it at that she says / and closes the holy book of lies / she covers her eyes / Denying to herself what she thought happened.-Tracy Freeland."

"Gary Lockwood - Allen "Toots" Tuttle"

"[voiceover, quoting Wordsworth's Ode: Intimations of Immortality] Though nothing can bring back the hour Of splendor in the grass, of glory in the flower, We will grieve not; rather find Strength in what remains behind."

"You know, it would be nice if children could be born into this world with an absolute guarantee that they were going to have just the right kind of bringing up and all lead happy, normal lives. Well, I guess when we get born, we just all have to take our chances."

"A LOVE STORY UNLIKE ANY OTHERS !!"

"It's unrelenting moments, Its tragedies and splendors!"

"There is a miracle in being young...and a fear."

"Natalie Wood - Wilma Dean "Deanie" Loomis"

"Warren Beatty - Bud Stamper"

"Pat Hingle - Ace Stamper"

"Joanna Roos - Mrs. Stamper"

"Audrey Christie - Mrs. Loomis"

"Fred Stewart - Del Loomis"

"Barbara Loden - Ginny Stamper"

"Zohra Lampert - Angelina"

"John McGovern - Doc Smiley"

"Jan Norris - Juanita Howard"

"Martine Bartlett - Miss Metcalf"

"Sandy Dennis - Kay"

"Crystal Field - Hazel"

"Marla Adams - June"

"Phyllis Diller - Texas Guinan"

"Woody Allen - Isaac Davis"

"Mark Linn-Baker and Frances Conroy as Shakespearean actors"

"Charles Levin, Karen Allen, and David Rasche as Television actors"

"Karen Ludwig - Connie"

"Wallace Shawn - Jeremiah"

"Anne Byrne - Emily Pollack"

"Meryl Streep - Jill Davis"

"Mariel Hemingway - Tracy"

"Michael Murphy - Yale Pollack"

"Diane Keaton - Mary Wilke"

"[to Isaac Davis] Not everybody gets corrupted. You've got to have faith in people."

"[to Isaac Davis] It's just gossip, you know. Gossip is the new pornography."

"[to Yale Pollack] What are you telling me, that you're, you're, you're gonna leave Emily, is this true? And, and run away with the, the, the winner of the Zelda Fitzgerald emotional maturity award?"

"[to Mary Wilke] I had a mad impulse to throw you down on the lunar surface and commit interstellar perversion."

"[to Mary Wilke] You know a lot of geniuses, y'know. You should meet some stupid people once in a while, y'know, you could learn something."

"She's 17. I'm 42, and she's 17. I'm older than her father, can you believe that? I'm dating a girl, wherein, I can beat up her father."

"I can't express anger. That's my problem. I internalize everything. I just grow a tumor instead."

"[to Tracy] I think that people should mate for life, like pigeons or Catholics."

"[to Yale Pollack] You shouldn't ask me for advice. When it comes to relationships with women, I'm the winner of the August Strindberg Award."

"[to Yale and Emily Pollack and Tracy] Talent is luck. The important thing in life is courage."

"You rely too much on the brain. The brain is the most overrated organ."

"This is so antiseptic. It's empty. Why do you think this is funny? You're going by audience reaction? This is an audience that's raised on television, their standards have been systematically lowered over the years. These guys sit in front of their sets and the gamma rays eat the white cells of their brains out!"

"(Offscreen) An idea for a short story about um people in Manhattan who uh are constantly creating these real, uh, unnecessary, neurotic problems for themselves 'cause it keeps them from dealing with more unsolvable, terrifying problems about, uh, the universe. (The camera pulls back, revealing Ike, sprawled out on his couch, holding the recorder's microphone to his mouth. He continues to talk, fiddling with the microphone's wire as he thinks out loud.) (Into the microphone, sighing) Um, tsch-it's, uh . . . well, it has to be optimistic. Well, alright, why is life worth living? That's a very good question. (Sighing) Um. (Clearing his throat, then sighing again) Well, there are certain things I-I guess that make it worthwhile. (Sighing) Uh, like what? (Sighing again and scratching his neck) Okay. Um, for me . . . (Sighing) uh, ooh, I would say . . . what, Groucho Marx, to name one thing . . . uh, ummmm, and (Sighing) Willie Mays and um, the second movement of the Jupiter Symphony, and ummmm... (Exhaling) Louie Armstrong's recording of "Potato Head Blues" . . . (Sighing) umm, Swedish movies, naturally . . . Sentimental Education by Flaubert . . . uh, Marlon Brando, Frank Sinatra . . . (Sighing) ummm, those incredible apples and pears by Cézanne . . . (Sighing) uh, the crabs at Sam Wo's . . . uh, Tracy's face."

"[voiceover] "Chapter One. He adored New York City. He idolized it all out of proportion." Uh, no, make that: "He-he . . . romanticized it all out of proportion." Yeah. To him, no matter what the season was, this was still a town that existed in black-and-white and pulsated to the great tunes of George Gershwin." Uh, no let me start this over. "Chapter One. He was too romantic about Manhattan as he was about everything else. He thrived on the hustle bustle of the crowds and the traffic. To him, New York meant beautiful women and street-smart guys who seemed to know all the angles." Nah, corny, too corny for a man of my taste [He clears his throat.] Let me - let me try and make it more profound. "Chapter One. He adored New York City. To him, it was a metaphor for the decay of contemporary culture. The same lack of individual integrity that cause so many people to take the easy way out was rapidly turning the town of his dreams in-" No, it's gonna be too preachy. I mean, you know, let's face it, I wanna sell some books here. "Chapter One. He adored New York City, although to him, it was a metaphor for the decay of contemporary culture. How hard it was to exist in a society desensitized by drugs, loud music, television, crime, garbage." Too angry. I don't wanna be angry. "Chapter One. He was as tough and romantic as the city he loved. Behind his black-rimmed glasses was the coiled sexual power of a jungle cat." I love this. "New York was his town, and it always would be.""

"It's a great thing when you realize you still have the ability to surprise yourself. Makes you wonder what else you can do that you've forgotten about."