"I'm drowning here! I'm going down for the last time! I... I... I see my whole life flashing before my eyes! I see a weathered old farmhouse... With a white picket fence... I'm running through fields of alfalfa with my collie, Rex. No Rex, not on the alfalfa! And I see my mother... I see Mama, standing on the back porch, in a worn but clean gingham gown... And I hear my mama calling out to me..."Alvin, don't forget your chores! The wood needs a-cordin' and the cows need a-milkin'! Alvin! Alvin!"... Wait a minute. My name's not Alvin. That's not my life. Someone else's life is flashing before my eyes... WHAT THE HELL IS THAT ABOUT?! I'm not a hillbilly, I grew up in the Bronx! Leo's taken everything... even my past!"

"[reading a postcard] Dear Max, Rio is everything you said it was and more. Ulla and i think of you every chance we get. In the morning, when we have Breakfast on our Terrace, many different Herrings. In the afternoon, we rub each other's sun-drenched bodies with Banana Cream Coconut Oil, Number 15. And then, in the evening, when we samba together in the moonlight.... Sorry, must run, Ulla's waiting. It's almost 11, wish you were here. Your pal, Leo!"

"[with a very high Irish accent] And now I'll be on me way, before me voice gets any higher! As we say in the old country... [normal voice] TAXI!"

"What are you shooting at us for, you teutonic TWIT?!"

"Leo, you are nervous, over-stimulated. GIVE ME THOSE FRIGGIN' BOOKS!"

"We got the wrong play, the wrong director, the wrong cast. Where did we go right?"

"Let's get out of here before they kill us."

"[after seeing Franz perform at the auditions] THAT'S OUR HITLER!"

"[After Ulla has painted the entire room white, he goes to the safe with the tax books] ...She painted over the numbers..."

"For once, I would love to see someone on that couch who's under eighty-five!"

"Shut up! I'm having a rhetorical conversation!"

"I'll send you to the moon Thursday. I may even join you."

"[holding play] Smell it. Touch it. Kiss it. Kiss it! It's the mother lode..."

"[reading a play] As Gregor Samsa woke one morning from uneasy dreams he found himself transformed in his bed into a giant cock-a-roach. [speaking] Nah, too good."

"Hold me touch me, where is hold me touch me...Hold me touch me, Hold me touch me... Kiss me feel me, Lick me bite me, Yank me spank me, Suck me fu... ah! Hold me touch me!"

"[to Ulla] Even though we're sitting down, we're giving you a standing ovation."

"Dear Lord... I want that money!"

"Please make audition - make audition allll over the office."

"Mel Brooks - Hilda the Pigeon, Tom the Cat"

"Richard Kind - Jury Foreman"

"Jim Borstelmann - Scott the Choreographer, Donald Dinsmore/Little Old Lady"

"Jon Lovitz - Mr. Marks"

"Andrea Martin - Kiss Me-Feel Me"

"Debra Monk - Lick Me-Bite Me"

"David Huddleston - Judge"

"Eileen Essell - Hold Me-Touch Me"

"Michael McKean - Prison Trustee"

"Roger Bart - Carmen Ghia"

"Gary Beach - Roger De Bris"

"Will Ferrell - Franz Liebkind"

"Uma Thurman - Ulla"

"Matthew Broderick - Leo Bloom"

"Nathan Lane - Max Bialystock"

"Stormtrooper "Rolf": I was born in Düsseldorf, and that is why they call me Rolf."

"Mr. Marks: Do I smell the revolting stench of self-esteem?"

"Stormtrooper "Mel": Don't be stupid, be a smartie. Come and join the Nazi Party."

"Sing Sing Prison Guard: Gentlemen, you are hereby granted a full pardon for having - through song and dance - brought joy and laughter into the hearts of every murderer, rapist, and sex maniac in Sing Sing! You're free!"

"Brazilian Samba Performer: [Sung] You'll find your happiness in Rio! The beaches there are strewn with pearls! The latin breezes always blow there! And so, we hear, do the girls!"

"Ulla wake up at five A.M. every day. From five to seven, Ulla like to exercise. From seven to eight, Ulla like to take long shower. From eight to nine, Ulla like to have big Swedish breakfast. Many different herrings. From nine to eleven, Ulla like to practice her singing and her dancing. And at eleven, Ulla like to have sex. ... What time should I get here? (Max and Leo respond synchronicity - "Eleven")"

"Robert Redford - Martin Brice/Martin "Marty" Bishop"

"Bodhi Elfman - Centurion S&L Night Guard"

"Amy Benedict - NSA Agent Mary"

"Stephen Tobolowsky - Dr. Werner Brandes"

"George Hearn - Gregor"

"James Earl Jones - Bernard Abbott, NSA"