"(To a film director) You've had your head in that frigging monitor the whole time - you haven't said anything about character or motivation. You could be watching a Laker game in there, for all I know!"

"Look at this place. It looks like a flamingo threw up in here!"

"I wasn't comfortable in the medium, y'know? So I broke the director's jaw."

"Are you ready for your radar, dear?"

"I'm not stubborn, I'm.....right!"

"And your talent, this incredible talent! I can't even yodel!"

"Paradise has its price"

"Innocence never lasts forever."

"Somewhere on this planet it must exist."

"Paradise Found - Innocence Lost"

"It's the experience that matters"

"It really was some kind of paradise"

"Bette Midler - Cecilia Carol "C.C." Bloom"

"Barbara Hershey - Hillary Whitney"

"John Heard - John Pierce"

"Spalding Gray - Dr. Richard Milstein"

"James Read - Michael Essex"

"Lainie Kazan - Leona Bloom"

"(At 11 years of age) Leona, you've gotta stop - you're ruining my career!"

"Mayim Bialik - 11 year old C.C."

"Marcie Leeds - 11 year old Hillary"

"Tracy Reiner - Department Store Clerk"

"Jenifer Lewis - Diva"

"Joe Grifasi - Otto Titsling"

"Kathleen Marshall - Delivery Room Nurse #1"

"Barbara Marshall - I.C. U. Nurse #2"

"Scott Marshall - Car Rental Agent"

"Hector Elizondo - Judge"

"Garry Marshall - Audition Director"

"Marc Shaiman - Pianist"

"Grace Johnston - Victoria Whitney"

"If you call me "Bugs", you're dead."

"What the hell is this - a piano bar or a Nazi work camp?"

"Harry, you're an angel. If your mother hadn't been such a bitch, we could've shared something important."

"He hates my hair!"

"Sexual attraction has nothing to do with character. Unless you're Eleanor Roosevelt."