- Mrs. Thornway: John, he died several years ago.
- John Thornway: Oh, he did? I'm sorry to hear that.
- Mrs. Thornway: He left a wife and five children. Nobody knows how they manage, but they do. Everybody in Midhaven worries about the Marses... except the Marses.
- Lily Mars: Charles... Hey, Charlie! Wait for me!
- Charlie Potter: Never again you... you actress!
- [Charlie leaves]
- Lily Mars: Poor Charles. He's so young. So very, young. And it hurts me to hurt him. But...
- [throws back her arms, sticks out her chest]
- Lily Mars: What can I do?
- John Thornway: There's a Lily Mars in every town and they're all alike - so full of hope and so hopeless. Now, I'll tell you what you do, Mother. Let her down easy, but do it so she'll stay down.
- Mrs. Thornway: But she won't, she'll bounce right up again. You don't know Lily.
- [first lines]
- Davey: Hello, Charlie.
- [rushes past Charlie, Charlie yells up the staircase]
- Charlie Potter: So be it, Miss Lily Mars. Have your ol' career. Go to New York City. Go on the stage. All I gotta say is good luck and goodbye!
- John Thornway: Miss Mars, I give an actress a job for only one reason and that is that she is the best I can get for the part. Miss Mars, I have neither the wish, the time, nor the patience to teach anybody how to act.
- John Thornway: You father brought me into the world.
- John Thornway: That is not one of the qualifications, Miss Mars, for success on the stage.
- Davey: Lily, can I go to Mrs. Thornway's house with you?
- Lily Mars: No, Davey, dear. Her doorknobs might tempt you.
- Davey: Oh, they already have. Lily, please take me.
- Lily Mars: No.
- Davey: Well, then, could you, sort of, maybe, get one for me?
- Lily Mars: Of course not.
- Davey: Oh, but they're such super dupers!
- Lily Mars: "Look not so pale Macbeth! Come, man. Put on your nightgown and - come to bed. To bed. To bed! Listen, there's a knock at the gate. Come. Give me your hand. What is done, cannot be undone. Come. To bed. To bed! *To bed!*" How was I, Mr. Thornway?
- John Thornway: Awful.
- Lily Mars: Well, what did I do wrong?
- John Thornway: Everything.
- Isobel Rekay: Oh, the lonely weeks on the road in Buffalo, Cleveland, Detroit, Cincinnati, Chicago...
- John Thornway: Pittsburgh?
- Isobel Rekay: Yes, Pittsburgh.
- John Thornway: What was that big pig iron man doing? Helping you think of me?
- Isobel Rekay: Oh, I had to have a little fun - innocent.
- John Thornway: Go away you pest!
- Isobel Rekay: [knocking at the door] What's the matter, Johnny? Let me in.
- John Thornway: [opens door] Isobel... angel!
- Isobel Rekay: Angel, pest. Pest, angel. Make up your mind, Johnny.
- John Thornway: Well, it's angel.
- John Thornway: I don't care where it is or how many other people are there, I'm going to take you across my knee and *spank* the acting out of you.
- Lily Mars: Oh?
- [places both of her hands over her bottom]
- John Thornway: Now, go on, beat it.
- Isobel Rekay: Tell me this: has John Thornway never done anything for you?
- Lily Mars: No, never.
- Isobel Rekay: Well, what reason does he give?
- Lily Mars: He doesn't like me.
- Lily Mars: When I was singing you looked so interested.
- John Thornway: I am not.
- Lily Mars: So human!
- John Thornway: I am not.
- Lily Mars: All right, over I go. But, you're going to have to boost me. Come on, boost!
- [John lefts her up]
- Lily Mars: You're afraid of me.
- John Thornway: I'm what?
- Lily Mars: You are.
- John Thornway: Well, that's one thing I didn't know till now.
- Lily Mars: There are a lot of things you don't know about yourself. One of them is why you're making me go back over that wall.
- John Thornway: [puts Lily back on the ground] Well, that is one thing I do know, young lady, it's to teach you a lesson.
- Lily Mars: Just like a naughty little girl. I know why you treat me as a child. It's because you're afraid to think of me as a woman.
- [moves closer]
- Lily Mars: All right, boost.
- Mike - Stage Doorman: Young lady, if you want to see Mr. Thornway, why don't you send your name into him?
- Lily Mars: Because I want to see him.
- Mike - Stage Doorman: Lady, that does not make sense.
- Lily Mars: It does to me. You see, we have a kind of a misunderstanding.
- John Thornway: Some of the girls live in a boarding house they affectionately call the "Incubator." It's reasonable. It's respectable. But, where you live and what you do outside of the theater is strictly your own affair. Miss Mars, you understand, don't you?
- Lily Mars: Absolutely. You want me to live in an incubator and not to bother you.
- John Thornway: Yes. Yeah, that's the gist of it.
- John Thornway: What goes on here?
- Owen Vail: Our star has suddenly decided she doesn't like the third act.
- Isobel Rekay: I hate it. It doesn't march along, it - it dribbles.
- John Thornway: Let's get to work. Well, here's how it goes. Stefan enters. I'm Stefan. Nadina is singing, that's you, you're Nadina. Now, you can't go on with the gay songs, so you break it.
- Owen Vail: [singing effeminately] Oh, I'm a gypsy, I oh-oh-oh-oh-oh...
- Owen Vail: If you keep on being so chummy with that - that babe from the woods...
- John Thornway: I am not chummy with Miss Mars. Isobel's imagining things.
- Owen Vail: John, about such things, women do not imagine, they know. I don't know how they know; but, they know.
- John Thornway: [Lily walks in, shocked, at the conversation John and Owen are having, not realizing they are running through a scene where John is playing Stefan and Owen is playing Nadina] You mustn't cry.
- Owen Vail: [effeminately] Why are you here? Go away. Leave me alone.
- John Thornway: No.
- Owen Vail: What do you want?
- John Thornway: First, I want to tell you that you're beautiful. And then I want to take you in my arms.
- Owen Vail: Oh, Stefan.
- Lily Mars: Well, there I was, He said do something. I didn't know what to do.
- Isobel Rekay: So you imitated me.
- Lily Mars: Well, Miss Rekay, anytime you want to, you can imitate me.
- Owen Vail: Tell me, Miss Mars, what's wrong with it?
- Lily Mars: Well, to me it just - just - fizzles out.
- Owen Vail: Fizzles?
- Lily Mars: Just fizzles out...
- John Thornway: Stop fizzling!
- John Thornway: Its time all young actresses should be in bed.
- Lily Mars: Well, I was in bed; but, I couldn't sleep. I just tossed and tossed. Whenever I'm worried, I just toss and toss and toss.
- John Thornway: Well, that's very interesting; but, what's worrying you?
- Lily Mars: Our show.
- John Thornway: I'm not going to do it unless I can do it right.
- Lily Mars: John, I've been thinking that, maybe I...
- John Thornway: I know what you've been thinking.
- Lily Mars: [smiles] I believe I could - do it.
- Scotty - Stage Manager: Is there anything I can do, John?
- John Thornway: Yeah, Scotty. You can go out and get drunk, for me.
- Owen Vail: Anything I can do, John?
- John Thornway: You can help Scotty.
- Leo: Anything *I* can do?
- John Thornway: Yeah, you help the two of them.
- Scotty - Stage Manager: It'll take a little high powered coaxing and petting. John knows how to handle her.
- Owen Vail: Let's hope he hasn't lost his touch.
- John Thornway: Look, darling, try to remember, you're a mature Russian princess, on your honeymoon; not a village belle on a hayride.
- John Thornway: Lady Macbeth is walking in her sleep. She is talking to herself - *not* to a boyfriend in the gallery. She is a strong woman. She has murdered a king, so she can become a queen. But, her conscience has crept into her dreams and is gnawing at her mind. Gnawing like a relentless rat. Gnawing. Gnawing. And you play her as if she were a high school girl with a belly ache.
- Lily Mars: [singing] Tom was hot, the tune was sweet, But he vamped it with a boogie beat, And the classic thing, Got a shot of swing! Beethoven turned gray, So did did Debussy and Bose, It was such a stew, Tch-Tchaikovsky said "I'm gonna sue!" And now that tune, that no one played , Has stepped right up and hit the hit parade...
- Isobel Rekay: You must try coming in through the door, sometime. It's so much simpler.
- Lily Mars: Yes, if you're invited.
- Mrs. Mars: Lily, you're something that's very wonderful to be.
- Lily Mars: What, Mama?
- Mrs. Mars: Nineteen.
- Lily Mars: Nineteen to nowhere.
- Mrs. Mars: Some very successful people didn't get their start until well past twenty.
- Lily Mars: Right now it looks like I'm going to be well past everything, before I get my chance to do what I've always dreamed of doing. Being an actress - and a good one too.
- Isobel Rekay: [singing] What is this throbbing within me? What is this rhythm so new? What is this beating? That keeps on repeating...
- Mike - Stage Doorman: Miss Rekay, I thought you were; but, you weren't, were you. Excuse me. I apologize. I beg your pardon. I'm sorry.
- Frankie: Lily, you know what you are?
- Lily Mars: Foolish?
- Frankie: You're me. The same eager, hopeful stage struck little hick I was a half century ago, with the same question to answer. What do you want?
- Lily Mars: I want to be an actress.
- Frankie: You know what I'd do if I were you?
- Lily Mars: Go home?
- Frankie: Lily, I think you are home. I know I am and I'd rather be here, even doing what I'm doing, than be anywhere else on earth. Because, this is where I belong.
- Leo: All this waiting, waiting, waiting, waiting and for what? For a woman to make up her mind! For me they get 10 minutes. Tops!
- Leo: I'm going home to my wife... I shall walk all the way and I hope - *I hope* - it's raining. And when I get home, if my supper isn't ready, I shall beat her. And if my supper *is* ready, I shall not eat it. Farewell.
- [exits]
- Scotty - Stage Manager: This guy gets drunk and has the DTs all at the same time.