- Ellen: Was everything a joke to you?
- Larry Lapinsky: Not everything.
- Herbert Berghof - Acting Coach: See, you're joking right now, right?
- Larry Lapinsky: What do you want me to say?
- Herbert Berghof - Acting Coach: Joking is what's doing you in. Joking is the American actor's disease. It's the American person's disease. Because what you're doing is you're keeping reality out so that it won't touch you. The worst kind of joking you can do is keep life out. Commenting, editorializing, joking - terrible! Don't do it. It's fatal.
- Nick Kessel: Hi. Buenas noches, señor. Senñorita.
- Larry Lapinsky: How are you?
- Nick Kessel: Good.
- Sarah Roth: Who is that?
- Larry Lapinsky: It's Nick Kessler. He's a crazy guy. He saved up all his money to go to Mexico. Wanted to see the ruins. You know, get into the primitive thing. So, he quit his job and everything, and he took off for Mexico City on Monday. Two beers, Ray.
- Sarah Roth: Yesterday Monday?
- Larry Lapinsky: Right. So he got off the plane, and he ate a taco... and he got a terrible case of the shits... so he took the next plane back. He spent two and a half hours in Mexico. He says it stinks.
- Faye Lapinsky: Who are you?
- Bernstein: I'm Bernstein.
- Faye Lapinsky: [surprised by his name due to his being black] You're Jewish?
- Bernstein: No, darling; I'm gay.
- Faye Lapinsky: I don't care how you feel; you're a great dancer.
- Connie: You know where I first met her? She was married to a poet named Millstein. He was a house painter, so I hired him to paint my living room. I didn't know Anita. I didn't know Millstein. So he comes over and I tell him to paint the living room off-white. You know how tall Anita is? Millstein was a head taller. He was like an eagle. Yeah, so, he started painting the room, and, uh, I went into the bathroom to read. About an hour later I come back to see maybe he wants coffee, something. I walk out, I see the room doesn't look as if it's been painted at all. And I see that he is dipping his brush into thin air, right next to the can of paint. He is painting the wall with make-believe paint! So I... I, uh... I called his house and Anita answered. And she came over and she took him home. And that, my dears, is how I met Anita Cunningham.
- Mrs. Tupperman: [calling out to him from an upstairs window, as he is leaving home] Larry! Larry!
- Larry Lapinsky: Hi, Mrs. Tupperman.
- Mrs. Tupperman: Where are you going with all that luggage?
- Larry Lapinsky: Greenwich Village.
- Mrs. Tupperman: You're moving?
- Larry Lapinsky: Yeah.
- Mrs. Tupperman: What's in Greenwich Village?
- Larry Lapinsky: Fame and fortune... I'll see you later, Mrs. Tupperman.
- Mrs. Tupperman: Be careful, Larry.
- Anita Cunningham: [after she's made a suicide attempt] You all think I'm crazy, don't you? You think I'm just trying to get attention, don't you? You're wrong. I hate my life. Nothing feels good. I feel sad when I get up in the morning. I feel sad when I go to sleep. I really don't wanna live. And I really don't wanna die. I'm afraid of dying... Afraid of living, afraid of dying.
- Bernstein Chandler: My real name is Floyd Lewis. I was born in Macon, Georgia. My mother died when I was three years old. I don't know who my father is. My life is a fiction... all made up, my dears. No cleaning woman. No family named Bernstein. All fiction. Only the "gay" is real. My trade is real. My tricks are real. I've been brutalized physically and mentally. I really am out of my mind. So, please, let me stay under the covers. I just want to stay under the covers.
- Robert Fulmer: I did run away from home when I was 15. I knew I wanted to be a writer. I knew... I also knew I wanted to sleep with a lot of different women. What can I tell you? People get hurt.
- Larry Lapinsky: I'll tell you something, Robert. Underneath that pose is just more pose. Adios.
- [gets up and walks out]
- Faye Lapinsky: [as Larry is leaving, on his way to Hollywood for his first film role] Larry... be a good actor.