"Lieutenant, please, don't involve yourself in these dead matters. There is nothing here but an old man and his decaying memories. I beg of you leave him in peace!"

"Only when the sea enters the crypt, shall we rest there together, he and I, beneath the sea."

"When the night comes, I get cold. My arms and my shoulders get cold. I don't like the night. I want to be free of it."

"I have damned you as you damned me."

"There are certain other mysteries I would like to have explained, Baron, and I mean to have them explained."

"Jonathan Haze — Gustaf"

"With all respect, Baron, for a ghost, she's a very active young woman."

"My father was Count Duvalier. Was, until they spilled his head into a basket one morning in the Place de la Concorde."

"Don't go to the castle. I have told you the truth. There is no girl. Mark me, there are things beyond your understanding. Leave now, while you can."

"What you see, Lieutenant, are the remains of a noble house. Relics. Ghosts of past glory."

"Twenty years ago I was not the man you're looking at now. This land, this estate prospered. My people lived well and were happy. My wife had died some years before and I was lonely. Then, one day in the village, I saw Ilsa, a peasant girl who'd come to live there with her mother. Oh, I could have taken her! Nobles have taken the daughters of peasants since the beginning of time. But, I loved her - and she became the Baroness Von Leppe."

"Take this gun. Escort this gentleman from the castle. If he resists - kill him."

"Robert Towne — Martin Joyce"

"You mean you'd exile one-third of the human race?"

"Betsy Jones-Moreland — Evelyn Gern"

"Hello. I was afraid you drowned. So, you are real. I started to think - who are you?"

"Corman had the sketchiest outline of a story. I read it and begged him not to do it. He said "That's alright Boris, I know what I'm going to do. I want you for two days on this." I was in every shot, of course. Sometimes I was just walking through and then I would change my jacket and walk back. He nearly killed me on the last day. He had me in a tank of cold water for about two hours. After he got me in the can he suspended operations and went off and directed two or three operations to get the money, I suppose... [The sets] were so magnificent... As they were being pulled down around our ears, Roger was dashing around with me and a camera, two steps ahead of the wreckers. It was very funny."

"Antony Carbone — Harold Gern"

"You never said goodbye to me. In fact, you never even said hello."

"Anthony Dexter — Herron"

"Francis X. Bushman — Sessom"

"I've so little to say, and nobody who'll listen."

"If you take things as they come, if you do them step by step, we're going to be all right."

"Lt. Ray Makonnen: You know, Captain, every year of my life I grow more and more convinced that the wisest and the best is to fix our attention on the good and the beautiful. If you just take the time to look at it."

"Narrator: What the future will reveal of this story is only the beginning, only the beginning, only the beginning.."