“- Trixie Lorraine: Isn't there going to be any comedy in the show?
- Barney Hopkins: Oh, plenty! The gay side, the hard-boiled side, the cynical and funny side of the Depression!”
Aline MacMahon - Trixie Lorraine
Ned Sparks - Barney Hopkins

“We will now present for your entertainment the most stupendous, magnificent, super-colossal spectacle! On this tiny, little, insignificant ball, we will construct for you a pyramid! Not of wood, not of stone... pyramid, of ponderous, pulsating, pulchritudinous pachyderms!”
Herman Bing - The Ringmaster

“- Joseph Tura: Her husband is that great, great Polish actor, Joseph Tura. You've probably heard of him.
- Colonel Ehrhardt: Oh, yes. As a matter of fact I saw him on the stage when I was in Warsaw once before the war. What he did to Shakespeare we are now doing to Poland.”

Jack Benny - Joseph Tura
Sig Ruman - Colonel Ehrhardt

“- Danny Madigan: No. It's not possible!
- Jack Slater: What's not possible? The man is an artist. It's his best performance ever!
- Danny Madigan: But... that was you! You were in that movie!”

Austin O'Brien - Danny Madigan
Arnold Schwarzenegger - Jack Slater

“- Joey Gazelle: I'll be quick and real quiet. Come on.
- Teresa Gazelle: Quiet? I don't think so. Quick? I can believe.”

Paul William Walker IV - Joey Gazelle
Vera Farmiga - Teresa Gazelle