"You're a pathetic sight, Walker, from where I'm standing. Chasing shadows. You're played out. It's over. You're finished. What would you do with the money if you got it? It wasn't yours in the first place. Why don't you just lie down - and die?"

"Cell. Prison Cell. How did I get here?"

"If you deny what you know, or what you are, or where you are, you deny the simplest part of being alive, and then you die."

"Peter Bogdanovich - Sammy Michaels"

"Nancy Hsueh - Jenny"

"Monte Landis - Marshall Smith"

"Arthur Peterson - Ed Loughlin"

"Boris Karloff - Byron Orlok"

"Tim O'Kelly - Bobby Thompson"

"TARGETS are people...and you could be one of them!"

"I just killed my wife and my mother. I know they'll get me. But before that, many more will die..."

"All the good movies have been made."

"[to the police] Hardly ever missed, did I?"

"[typed out in letter] TO WHOM IT MAY CONCERN: It is now 11.40 am. My wife is still asleep but when she wakes up, I am going to kill her. Then I am going to kill my mother. I know they will get me, but there will be more killing before I die."

"Ladies and gentlemen, boys and girls, I'd like to leave you with a little story to think about as you drive home... through the darkness... Once upon a time, many many years ago, a rich merchant in Baghdad sent his servant to the marketplace to buy provisions. And after a while the servant came back, white-faced and trembling, and said, Master, when I was in the marketplace, I was jostled by a woman in the crowd and I turned to look, and I saw that it was Death that had jostled me. And she looked at me and made a threatening gesture. Oh, Master, please lend me your horse, that I may ride away from this city and escape my fate. I will ride to Samarra and Death will not find me there. So the merchant loaned him the horse and the servant mounted it, dug his spurs into its flank, and as fast as the horse could gallop he rode towards Samarra. Then the merchant went to the marketplace and he saw Death standing in the crowd and he said to her, Why did you make a threatening gesture to my servant when you saw him this morning? And Death said, I made no threatening gesture. That was, that was only a start of surprise. I was astonished to see him here in Baghdad, for I have an appointment with him tonight in Samarra."

"[Bobby Thompson cowers before him] Is that what I was afraid of?"

"[watching the audience seeing his movie] Strange not getting any reaction, isn't it?"

"You know what they call my films today? Camp! High camp!"

"Oh, Sammy, what's the use? Mr. Boogey Man, King of Blood they used to call me. Marx Brothers make you laugh, Garbo makes you weep, Orlok makes you scream."

"Vinnette Carroll - The Mother"

"Florence Stanley - Ella Friedenberg"

"Roy Poole - Mr. McHabe"

"Sorrell Booke - Dr. Bester"

"Jean Stapleton - Sadie Finch"

"Ruth White - Beatrice Schachter"

"Eileen Heckart - Henrietta Pastorfield"

"Patrick Bedford - Paul Barringer"

"Sandy Dennis - Sylvia Barrett"

"Simple words that start a war: "Good morning. My name is Miss Barrett. I am your Home Room teacher...""

"Up The Down Staircase, is the story of a girl who fell in love with a monster... (The Girl is Sylvia Barrett. Occupation: Brand new teacher)"

"The first mistake this pretty young teacher made was to get off the bus. The second was to walk into Calvin Coolidge High School for the first time. The third was to fall in love with it."

"Simple words that could start a war."

"When I finally get the chance, the first few precious minutes to talk to them about something I want them to understand, and I find that I am some kind of enemy... the butt of some enormous joke."

"[to Miss Barrett] I've just seen your type before, that's all. There's one every year. "Not living up to your potential," they say. Is that what you were going to say, teach? "Just wanna help you, Joe?" "Just wanna be your friend?" Then they get to feeling very sorry for your about your "environmental factors", and your "low socio-economic level". Till you've just have to tell 'em; "Get your nose outta my environmental factors, will ya? Keep your damn hands off my potential"... and then they turn you in."

"A writer creates a book, an individual creates a life! For a writer to create a masterpiece, he's got to think beyond what he knows! For an individual to create a life, even a half-way decent one, he's gotta go beyond what he knows. Go beyond the poverty, the dope, the disease, the degeneracy. Go beyond the oceans to the Alps (he pointed to a map), a magnificent replica of which the Board of Education has generously donated. Stick with what you think, and that's what you're gonna be stuck with! You may as well get out. Now! All of you... Miss Barrett's class dismissed. All of you dismissed for the rest of your crummy lives. Some of you prefer to leave by the window. I prefer to leave by the door. Punch me out. Will ya, Teach?"

"They say a writer should stick to what he knows. What nonsense. What did Dickens know about the French Revolution? What did Shakespeare know about Moors in Venice? If he'd stuck to what he knew, we'd have no Othello. We'd have no Alice in Wonderland. We'd have no Treasure Island. You brats think that I and Miss Barrett stand up there day after day, talking about books, and the writing of books, just for the hell of it? You think it's got nothing to do with YOU?"

"Ever tried "punctuation sex", Henrietta? Hyphens are kisses, commas are maybes, and a period is a definite no. And then of course, there's the... limitless realms of semicolons and apostrophes. I shudder to think what an exclamation point might mean."

"Shirley Jones - Lulu Bains"

"Douglas Henderson - Captain Marvin Ellender"

"John Crawford - Chief Petty Officer Paul Adams"

"William Windom - Captain Harry Spaulding"

"Liz Fraser - Sheila"

"Edward Binns - Admiral Thomas Healy"

"Keenan Wynn - Old Sailor"

"Joyce Grenfell - Mrs. Barham"

"James Coburn - Lt. Cmdr. Paul "Bus" Cummings"

"Melvyn Douglas - Admiral William Jessup"

"Julie Andrews - Emily Barham"

"James Garner - Lt. Cmdr. Charles E. "Charlie" Madison"