“- Elise Elliot Atchison: You've always been jealous of me, even in college! Because I was blonde and beautiful, and could have any guy I wanted!
- Brenda Morelli Cushman: Could and did! All the senior class and half the faculty!
- Elise Elliot Atchison: It was the sixties.”
Goldie Hawn - Elise Elliot Atchison
Bette Midler - Brenda Morelli Cushman

“You're like a fine wine, you get better with age, and you're gonna make those Russians drunk.”

Jimmie Walker - Boisie

“- Joey Popchik: Age before beauty.
- Gloves Malloy: After you.”

Harry Hamlin - Joey Popchik

“- Debra: You like to learn. And you're in your 30's and still in school. And you live with your mother and you're okay with that.
- Flynn Carsen: No. Wait. I have to change my life.”
Lisa Brenner - Debra
Noah Wyle - Flynn Carsen

“- Brenda Morelli Cushman: When men know women are a certain age...
- Elise Elliot Atchison: Goodbye love.
- Brenda Morelli Cushman: Hello pop-tarts.”
Bette Midler - Brenda Morelli Cushman
Goldie Hawn - Elise Elliot Atchison