"Hey Rock. It's three in the morning. I went up to your house there and they told me you was here. It's a 3:00am kid. You know that Adrian, she's a good girl. Me, you know I'm sorry for both of ya. There's nothing I can do about it. Except uh I wanna tell you this once and then uh I ain't gonna say it again. Well, Rocky, you got another shot. It's a second shot at the, I don't know, the biggest title in the world. And you're gonna be swappin' punches with the most dangerous fighter in the world. And just in case, you know, your brain ain't workin' so good, all this happens pretty soon and you ain't ready. You're nowhere near in any shape. So I say, you know, for God's sake, why don't you stand up and fight this guy hard?! Like ya done before? That was beautiful! But don't lay down in front of him like this! Like, I don't know, like some kind of mongrel or something. 'Cause he's gonna kick your face in pieces, you know that? That's right. This guy just don't wanna win, you know. He wants to bury ya, he wants to humiliate ya. He wants to prove to the whole world that you was nothing but some kind of a...a freak the first time out. And he said you're a one-time lucky bum. Well, now, I don't, I don't wanna get mad, in a biblical place like this, but I think you're a hell of a lot more than that, kid. A hell of a lot! No, wait a minute. If you wanna blow it, if you wanna blow this thing, damn it, I'm gonna blow it with ya. If you want to stay here, I'll stay with you. I'll stay with ya. Yeah. I'll stay and pray. What I got to lose?"

"You're gonna eat lightnin'; you're gonna crap thunder."

"Man, I won, but I didn't beat him!"

"[Adrian asks about Rocky's eyesight] I see fine. I see like a Beagle, or something."

"[chasing a chicken] I feel like a Kentucky Fried idiot."

"Gary Morton - Sherman Hart"

"Aldo Demeo - Bailiff"

"Guy Rennie - Jack Goldman"

"Rashel Novikoff - Aunt Mema"

"Stanley Beck - Artie Silver"

"Jan Miner - Sally Marr"

"Valerie Perrine - Honey Bruce"

"Dustin Hoffman - Lenny Bruce"

"Lenny Said It. "Hot Honey" Did It. Together They Shocked America."

"Lenny's Time Has Finally Come!"

"Jack Goldstein: You'll see! You've got a rough road ahead of you, Sonny! Especially with your dirty mouth and your no-talent wife!"

"Rev. Mooney: He uses words as weapons, to hit people over the head with. To make them recognise they are being hypocritical in every phase of their lives. Words are his tools, and he uses them like a carpenter uses a hammer."

"You do things on dope that normally wouldn't come into your mind to do."

"Oh, I would say, uh, let's see, he was busted at least nine or ten times. Twice for possession of narcotics, and three, four times for obscenity."

"You need the deviate! Don't shut him up! You need that madman to stand up, tell you when you're blowing it! The harder you come down on the deviate, the more you need him!"

"When I'm talking about tits and ass, I'm not up there to shock the audience by repeating those words: "tits and ass, ass and tits, and tits and ass! The point I'm trying to make is that we all live in a hypocritical society!"

"OK, what is dirty? And what is clean? Now, if I had to make a choice, man, I would rather my kid watches a stag movie - than a clean movie, like "King of Kings". Why? Because "King of Kings" is full of killing, and l don't want my kid to kill Christ when he comes back. And that's what happens in "King of Kings". But tell me about a stag movie where anybody gets punched or killed, man. If you're lucky, you might see someone get tied up... or tapped lightly with a Hickok belt, but for the most part, all you really see during that hour and a half, man, is a lot of hugging and kissing, and moaning and groaning. Oh, God. And then, near the end of the movie, when that one potential instrument of death is revealed: the pillow. That tool the guy might smother the chick with, like in one of those horror flicks. He takes that pillow and gently slides it under the girl's ass. And they go off, and nobody gets hurt or killed. And it's nice! And that's the end of the movie."

"Let's face it, guys are different. And ladies just don't understand this. Because to a lady, cheating means, I know, hugging and kissing and liking somebody. You have to at least like somebody. But, with guys, that doesn't enter into it, man. Because, guys are detached. They're different. You put a guy on a desert island, he'll do it to mud. A chicken. A barrel. Anything. A knothole. So, if you know this about guys, would you really feel hurt if you came home and found your husband sitting on the bed with a chicken?"

"I am of Semitic background. I'm Jewish. Now, a Jew, dictionary-style, is one who is descended from one of the ancient tribes of Judea or one who is regarded to have descended from that tribe. But, you and I know what a Jew really is: one who killed our Lord! Now, I don't know if it got much press coverage here on the West Coast, because that all happened a couple a thousand years ago. And although there should be a statute of limitations for the crime, we're still paying the dues. Why do you keep busting our balls for this crime? Why? Because you skirt the issue. You blame it on Roman soldiers. All right, I'm gonna clear the air once and for all, and confess. We did it. My family, I did it. We found a note in the basement, it said: We killed him, signed Morty. There's a good thing we nailed him when we did, because if we had done it within the last 50 years, we'd have to contend with generations of parochial schoolkids running around with little electric chairs hanging around their necks."

"I seem to be under a little pressure here tonight to cool my act. l don't know how many of you know it, but l was arrested, busted, right here on this stage a few nights ago, for saying... No. I'm not gonna say it. Let's see. lt's an 11-letter word, it starts with a C and ends with a G. And it was used - it was used in the context of defending a certain homosexual practice. Actually, though, I don't relate it only to homosexuals. I relate it to any contemporary woman I know! Oh, yeah. Would know or love or marry. I'm sure you do, too, if you're honest, right? Okay, I'd like to ask you all a few questions now, okay? And you're all under oath, all of you. Even standing room only. How many people in this club here tonight have ever used that word: blah-blah-blah? Don't be shy, you can raise your hands. Well, that's cool. Now let's get really honest. You, sir, have you ever had your blah blahed? Hm? It's either yes or no. There's no two ways about it! Okay, how many men in this room have ever had their blah blahed?"

"I'm a hustler. As long as they give, I'll grab."

"I really dig what they do with homosexuals in this country, man. They put 'em in prison - with a lot of other men. That's really good punishment."

"There's no bigger test of how hip you really are than when your girlfriend becomes your wife."

"And it just cracks me up that we try so desperately to be unique when we're all the same cat - Eisenhower, Kennedy, Johnson, me, you, every cat has got that one chick who really busted up his ass!"

"Please! Don't take away my words! They're just words! I'm not hurting anybody!"

"I am totally corrupt. I mean, really! My whole act. My whole economic success, whatever that is, is based solely on the existence of segregation, violence, despair, disease and injustice. And if, by some miracle, the whole world were suddenly tranquil, pure, I'd be standing on an unemployment line somewhere. So you see, I'm not a moralist. If I were, I'd be donating my salary to those schoolteachers. Right?"

"That's where the conflict starts! We all want for a wife a combination Sunday school teacher and $500-a-night hooker."

"Are there any niggers here tonight? Can you turn on the house lights, please, and could the waiters and waitresses just stop serving, just for a second? And turn off the spot. Now what did he say? Are there any niggers here tonight? I know there's one nigger here; because, I see him back there working. Let's see. There's two niggers. And between those two niggers sits a kike. And there's another kike. That's two kikes and three niggers. And there's a spic, right? Hm? There's another spic. Ooh, there's a wop. There's a Polack. And then, oh, a couple of greaseballs. There's three lace-curtain Irish Micks. And there's one hip, thick, hunky, funky boogie. Boogie, boogie. Mm-mm. I got three kikes. Do I hear five kikes? I got five kikes. Do I hear six spics? Six spics. Do I hear seven niggers? I got seven niggers. Sold: American! I'll pass with seven niggers, six spics, five Micks, four kikes, three guineas, and one wop. You almost punched me out, didn't ya? I was trying to make a point and that is it's the suppression of the word that gives it the power, the violence, the viciousness. Dig. If President Kennedy would just go on television and say I'd like to introduce you to all the niggers in my cabinet. And if he'd just say nigger, nigger, nigger, nigger, nigger to every nigger he saw, boogie, boogie, boogie, boogie, boogie, nigger, nigger, nigger, nigger, nigger till nigger didn't mean anything anymore! Then you'd never be able to make some six year old black kid cry because somebody called him a nigger in school."

"[reading from "Time" magazine] Sick comic Lenny Bruce whose jokes about the President... Blah, blah, blah, blah. You know what's sick? Zsa Zsa Gabor will get $60,000 a week in Las Vegas, Nevada. And school teacher salaries in that state, top salary is $6,000 a year. Now, that's really sick! And that's the kind of sick l wish they would have written about."

"I'm not anti-Christ or anti-religion, l just think it's encouraging that people are leaving the Church and going back to God."

"What's the worst thing you can say to anybody? Fuck you, mister! That's really weird, because if l wanted to hurt you, l should say, Unfuck you, mister Because fuck you is really nice, man."

"Austin Pendleton - Lt. Col. Moodus"

"Bob Newhart - Captain/Major Major"

"Charles Grodin - Captain "Aarfy" Aardvark"

"Jack Gilford - Dr. "Doc" Daneeka"

"Art Garfunkel - Lt. Nately"

"Norman Fell - First Sgt. Towser"

"Marcel Dalio - Old Man in Whorehouse"

"Orson Welles - Brigadier General Dreedle"

"Susanne Benton - Dreedle's WAC"

"Richard Benjamin - Major Danby"

"Buck Henry - Lt. Colonel Korn"

"Martin Balsam - Colonel Cathcart"

"Jon Voight - 1st Lt. Milo Minderbinder"

"Bob Balaban - Captain Orr"