"[to Bartlow, about Shields] You're the first person I ever knew who began by hating him and ended up liking him. Do you always do everything backwards?"

"Walter Matthau - Mel "Boing Boing Boing" Miller"

"Cara Williams - Nurse"

"Kay Medford - First Mrs. Rhodes"

"Howard Smith - J.B. Jeffries"

"Alexander Kirkland - Jim Collier"

"Marshall Neilan - Senator Worthington "Curly" Fuller"

"Rod Brasfield - Beanie"

"Paul McGrath - Macey"

"Percy Waram - Gen. Haynesworth"

"Lee Remick - Betty Lou Fleckum"

"Anthony Franciosa - Joey DePalma"

"Patricia Neal - Marcia Jeffries"

"Andy Griffith - Larry "Lonesome" Rhodes"

"[about Lonesome Rhodes] I'll say one thing for him, he's got the courage of his ignorance."

"Didn't you know? All mild men are vicious. They hate themselves for being mild, and they hate the windy extroverts whose violence seems to have a strange attraction for nice girls. You should know better."

"[about TV] You gotta be a saint to stand off the power that little box can give you."

"[about the writers] Here you see the lepers of the great television industry. Men without faces. Why, they even slide our paychecks under the door so they can pretend we're not here."

"I'm not just an entertainer. I'm an influence, a wielder of opinion, a force... a force!"

"Respect? Did you ever hear of anyone buying any product - beer, hair rinse, tissue - because they respect it? You gotta be loved, man. Loved....Politics is people...Senator, I'm a professional. And I have to look at the image on that screen same as I'd look at a performer on my show. And I'll have to say he'll never get over to my audience. Not to the 65 million people who welcome me into their living rooms each week. And if I wouldn't buy him, do you realize what that means? If I wouldn't buy him, the people of this country aren't ready to buy him for that big job on Pennsylvania Avenue."

"Ain't nothin' in this world you can't do when you let the best side of you take over."

"[to Marcia, as they leave Pickett for Memphis] Boy, am I glad to shake that dump. [pause] I was only kiddin', honey. You ought to know me better than to believe everything I say. Ha! [to the crowd] Bye! Bye! Good-bye and God bless you, good people!"

"You know, back in my little old town of Riddle, we had a cousin named Harry. We all called him Cousin 'Hurry' because he was always runnin' someplace. Till one day he fell down a flight of steps and broke his fool neck. We put a sign on his grave says: 'He was in such a hurry, he just couldn't wait to get here.'"

"You know, ma'am, whenever a bunch of fellas like us - outcasts, hoboes, nobodies, gentlemen loafers, one-time or all-time losers, call us what you want to. Whenever we get together, we tell our funny stories. Me and Beanie and the rest of these hand-to-mouth tumbleweed boys like you see in here. [singing] If whiskey don't get us, then women must. And it looks like I'm never gonna cease my wandering."

"Ain't Mama a beauty? Oh, a guitar beats a woman every time! You know, I never have seen a woman I could trust like this old guitar. I love my Mama guitar. She's always there waitin' for me to pick her up and hold her. Never asks me for money or goes cheatin' around when I ain't lookin'. And if she gets a little sour, why, I just give her a little twist like so, and we're right back in tune together."

"They love his voice, they love his guitar, they love his ideas... they should know some of his ideas."

"Henry Fonda - Lieutenant, junior grade Douglas A. "Doug" Roberts"

"Martin Milner - Shore Patrol Ensign"

"Tige Andrews - Wiley"

"[to Lieutenant "Doc"] Then I looked down from our bridge and saw our captain's palm tree. Our trophy for superior achievement! The Admiral John J. Finchley award for delivering more toothpaste and toilet paper than any other Navy cargo ship in the safe area of the Pacific."

"Frank Aletter - Gerhart"

"[on the loudspeaker in reference to his missing palm tree] All right, who did it? Who did it? You are going to stand sweating at those battle stations until someone confesses! It's an insult to the honor of this ship! The symbol of our cargo record has been destroyed, and I'm going to find out who did if it takes all night!"

"Patrick Wayne - Bookser"

"Harry Carey, Jr. - Stefanowski"

"Robert Roark - Insignia"

"Ken Curtis - Yeoman 3rd Class Dolan"

"[to Lieutenant Commander Morton] Captain, it is I, Ensign Pulver, and I just threw your stinkin' palm tree overboard! Now what's this crud about no movie tonight?"

"Perry Lopez - Seaman Rodrigues"

"Nick Adams - Seaman Reber"

"Phil Carey - Mannion"

"[reading Lieutenant, junior grade Douglas A. "Doug" Roberts's letter] "I've been aboard this destroyer for two weeks now, and we've already been through four air attacks. I'm in the war at last, Doc! I've caught up with that task force that passed me by. I'm glad to be here. I had to be here, I guess. But I'm thinking now of you, Doc, and you, Frank, and Dolan, and Dowdy, and Insigna, and everyone else on that bucket. All the guys everywhere who sail from tedium to apathy and back again, with an occasional side trip to monotony. This is a tough crew on here, and they have a wonderful battle record. But I've discovered, Doc, that the unseen enemy of this war is the boredom that eventually becomes a faith and, therefore, a terrible sort of suicide. And I know now that the ones who refused to surrender to it are the strongest of all. Right now, I'm looking at something that's hanging over my desk. A preposterous hunk of brass attached to the most bilious piece of ribbon I've ever seen. I'd rather have it than the Congressional Medal of Honor. It tells me what I'll always be proudest of: that at a time in the world when courage counted most, I lived among 62 brave men."

"Ward Bond - Chief Boatswain's Mate Dowdy"

"Betsy Palmer - Lieutenant Ann Girard"

"Jack Lemmon - Ensign Frank Thurlowe Pulver"

"William Powell - Lieutenant "Doc""