"Jim Henson as Kermit the Frog, Sam, Harry the Hipster, Yorick, Beautiful Day Monster, Brewster, Shakey Sanchez, Gloat, Thog, Rowlf the Dog, Dr. Teeth, Waldorf, Green Heap, Green Frackle, Clyde, The Swedish Chef and Lubbock Lou"

"Paul Williams as the pianist at El Sleezo"

"Orson Welles as Lew Lord"

"Telly Savalas as El Sleezo Tough"

"Richard Pryor as Balloon Vender"

"Steven Martin as an insolent waiter"

"Cloris Leachman as Lord's Secretary"

"Carol Kane as Myth"

"Madeline Kahn as a patron at El Sleezo"

"Robert Hope as an Ice Cream vendor"

"Elliott Gould as a Beauty Contest M.C."

"Dom DeLuise as Bernie the Agent"

"James Coburn as the owner of El Sleezo Cafe"

"Melvin Brooks as Professor Max Krassman"

"Milton Berle as Mad Man Mooney"

"Caroll Spinney as Big Bird and Oscar the Grouch from Sesame Street"

"Edgar Bergen as Himself and the voice of Charlie McCarthy"

"Arnold Roberts as a cowboy"

"James Frawley as a writer"

"Bruce Kirby as a gate guard"

"H.B. Haggerty as a lumberjack"

"Ira F. Grubman as a bartender"

"Lawrence Gabriel Jr. as a sailor"

"Scott Walker as Snake Walker"

"Austin Pendleton as Max"

"Charles Durning as Doc Hopper"

"Audrey Caire - Joan Compton"

"Dennis Patrick - Bill Compton"

"Keep America Beautiful"

"I'm the "Joe" everybody's talking about."

"What are you gonna do, kill me too?"

"It's colder than a witch's tit."

"The niggers, the niggers are gettin' all the money. Why work, tell me, why the fuck work, when you can screw, have babies, an' get paid for it?"

"[at the urinal] Hey, they got ice down there! I never pissed on ice before."

"Forty-two percent of all liberals are queer, that's a fact. The Wallace people did a poll."

"Marlene Warfield - Bellevue Nurse"

"K Callan - Mary Lou Curran"

"Peter Boyle - Joe Curran"

"Susan Sarandon - Melissa Compton"

"After reaching the top, where can you go -- except down?"

"Let those laugh that win...while they can laugh and do win."

"Great was his rise -- and much greater his fall."

"Upstart. Soldier. Hero. Deserter. Scoundrel. Opportunist. Family man. Adulterer. Ruffian. Pariah. Victim."

"The tale of a rogue who conned his way to the top...and back again."

"In the 18th Century, it takes much guile for an Irish lad without prospects to win the prestige and privileges of English nobility. It takes far more than guile to avoid losing them."

"B-brave. A-acknowledging. R-resilient. R-reckless. Y-yielding. L-lovelorn. Y-yearning. N-noble. D-deceptive. O-ominous. N-narcissistic."

"(EPILOGUE) It was in the reign of George III that the aforesaid personages lived and quarreled; Good or bad, handsome or ugly, rich or poor, they are all equal now."

"(final lines) Utterly baffled and beaten, what was the lonely and broken-hearted man to do? He took the annuity and returned to Ireland with his mother to complete his recovery. Sometime later he travelled to the Continent. His life there, we have not the means of following accurately. But he appears to have resumed his former profession of a gambler without his former success. He never saw Lady Lyndon again."

"Barry had his faults, but no man could say of him that he was not a good and tender father. He loved his son with a blind partiality. He denied him nothing. It is impossible to convey what high hopes he had for the boy and how he indulged in a thousand fond anticipations as to his future success and figure in the world. But fate had determined that he should leave none of his race behind him, and that he should finish his life poor, lonely, and childless."

"Now all the bills came down on him together. All the bills he had been contracting for the years of his marriage and which the creditors sent in with a hasty unanimity. Their amount was frightful. Barry was now bound up in an inextricable toil of bills and debts, of mortgages and insurances, and in all the evils attendant upon them. And Lady Lyndon's income was hampered almost irretrievably to satisfy these claims."