- Empress Elizabeth: I imagine nothing, I suspect everything. An Empress with no enemies is no Empress.
- [describing a diorama he made as a gift for his fiancee]
- Grand Duke Peter: This man is a deserter, and this man is a general. He's going to order this sergeant to give the man 100 lashes! I expect he'll die!
- [Grand Duke Peter III is ill]
- Frederick the Great: Say that prayers are being offered in every church in Prussia.
- Prussian Ambassador: With respect, Sire, I don't see that would do much good.
- Frederick the Great: If nothing else, it will show her how fast our sources of information are. You're doing good work, Ernst.
- Prussian Ambassador: Thank you, sire. I will leave within the hour.
- Frederick the Great: Don't drink too much vodka there.
- Prussian Ambassador: I'll try.
- [Catherine's betrothed, the Grand Duke, is ill]
- Catherine: Did you know, after two months, hardly anyone has spoken to me. It's as if I didn't exist!
- Sir Charles: Well, my dear, you hardly do. You are, I hesitate to say it, on the very brink of extinction. If the Grand Duke should die, you become the tiniest footnote to history. Everyone at Court knows that. But if he lives, however, you would certainly find yourself surrounded by thousands of new friends again, fawning all over you like puppies.
- Catherine: And you?
- Sir Charles: Ah, well. I am a foreigner, and an old man. I can afford the luxury of true friendship.
- [After operating on a drunk Grand Duke Peter to correct his sexual dysfunction]
- Alexi Orlov: What do we tell him?
- Doctor Lande: Tell him? I'd be astonished if he mentions it at all. Would you? Don't you young officers have some game where you measure your "weapon" on the table? If he asks, tell him that he cut it on a piece of broken glass. Then I suggest you tell him that he won the contest.
- Grand Duke Peter: I said no mourning!
- Catherine: I am told that black becomes me. And I mourn. I mourn for a woman who once loved Russia, and I mourn for the Russia she loved.
- Grand Duke Peter: To the royal family!
- Catherine: Pray, tell the Grand Duke Peter, that the royal family consists of he, myself, and the Grand Duke Paul, our son. That is all.
- Grand Duke Peter: You are a fool!
- Catherine: Every court has its clown, don't you think?
- Frederick the Great: This frail, young slip of a girl has won herself an empire, and there is nothing anyone can do about it. Against all the odds, that is what she has done.
- Catherine's Father: Now, have you finished your Geography lesson?
- Catherine: It's boring.
- Catherine's Father: Without learning, my dear, we are as beasts of the field.
- Johanna: Marriage? Sophie and the Grand Duke Peter of Russia. He will be Emperor. Our little Sophie will be Empress. I'll be grandmother to a future Czar of all the Russias. I'll be...
- Catherine's Father: You're getting rather ahead of yourself. It seems she - she's simply goods on approval.
- Catherine's Father: The Empress might not like her. Sophie might not like the Grand Duke. It might even mean she would have to change her faith.
- Johanna: That wouldn't be the end of the world.
- Catherine's Father: It might be the end of her soul.
- Catherine's Father: If it is God's will, then it is your duty to go. Go you must. Duty before all things, as I have taught you. To your God, to your country, and to your family.
- Johanna: She has a gown for the banquet tonight and she wanted to try it on.
- Frederick the Great: Ah, clothes. That's all you women ever think about. I'm right. I'm right, Christian. I don't care if she's wearing a sheet, I want to see her!
- Frederick the Great: Accept the gift from the hand of the loves and graces. A king's offering. Fit for a queen.
- Catherine: Out of the strong came full sweetness.
- Frederick the Great: Who wrote that? Voltaire? Shakespeare? Or me?
- Catherine: It comes from the Bible, sir.
- Frederick the Great: Oh. Bravo!
- Frederick the Great: Peter is of German stock. He is heir to the throne of Russia. And, after all, he is a only relative, a only nephew. To Peter, for some reason, I'm sort of a hero. He likes all things Prussian.
- Catherine: May I try a little vodka, Mama?
- Johanna: Certainly not!
- Count Gregory Orlov: It would do her good, Your Highness. With a little water, of course. We have an old Russian toast: May your heart be light and your purse be heavy.
- Count Gregory Orlov: Your Highness, please remember, that if ever you need them, both my sword and my life are your's to command.
- Catherine: I will remember that. Always.
- Grand Duke Peter: Its nice to have a friend. I don't have many friends to play with. Do you like playing hide-n-seek?
- Catherine: [giggles] Well, I used to when I was...
- Grand Duke Peter: Good! Then you'll know the rules.
- Empress Elizabeth: The Russian people are like children. For me they are as clay is to a potter. They will become what I wish them to become.
- Archimandrite Todorsky: The Princess is made of sterner stuff. She might be led; but, she will never be driven.
- Sir Charles: So, you are about to embrace the Orthodox faith, are you?
- Catherine: I am considering it.
- Sir Charles: Well, of course, you must. You must! And with a clean conscious. You know they say in the Reformed Church of England, it was born in Henry the Eighth's codpiece.
- Sir Charles: God, my dear, is very forgiving. It's his job.
- Catherine: I suppose it is.
- Sir Charles: Of course it is! And as the scriptures put it, "He moves in a mysterious way, His wonders to perform." So, who are we to say that you will not be part of his grand design for Russia!
- Grand Duke Peter: I hate this country. Hate it! But, if I'm going to rule this place, it shall feel the lash of my whip. By God, I swear it will. And you, my little wife to be, so shall you.
- Catherine: What do I do? What happens?
- Princess Deshkova: I don't know.
- Catherine: I've never seen a naked man.
- Princess Deshkova: Neither have I. I know they're different.
- Princess Deshkova: Good luck. I mean it must be fun or people wouldn't talk and write about it so much.
- Catherine: I just wish they wrote about what actually happens.
- Empress Elizabeth: Over two years - and there is not the single sign of your fulfilling your primary function: to give Russia an heir!
- Catherine: Your Majesty, I have tried...
- Empress Elizabeth: Ah, tsck-tsck-tsck-tsck-tsck! The Court is full of the stories of the Grand Duke's conquests. Yet, you have totally failed in your duties. You are attractive. Clearly, you are resisting his advances. Either that or there's something physically wrong with you. You will be examined today by my personal physician. Go!
- Catherine: I don't know what to do?
- Empress' Confidante: There are other men. I can help. You take a lover. You become pregnant. Everyone is happy. Your husband would think it was his. Who's to know? You should think about it. Think about it most carefully.
- Count Gregory Orlov: You don't know what you're saying. You're offering to fulfill my wildest dreams.
- Catherine: I did hope you would feel something for me.
- Count Gregory Orlov: To me, you're everything a man could desire - could love. To you, I'm a stud. Your husband, the Grand Duke Peter, surely...
- Catherine: He hates me. And I don't think of you as a stud. That's not how I think of you. Not at all. I want you - to love me. I need to feel your strength.
- [passionate kiss]
- Catherine: Apart from Papa, you're the first man who ever kissed me.
- Count Gregory Orlov: The world is full of fools.
- Catherine: You do know what to do, don't you?
- Count Gregory Orlov: Yes. Yes, I do.
- Catherine: I want you to teach me everything you know.
- Count Gregory Orlov: I will. I promise. But, have a little patience.
- Catherine: I'm not feeling very patient.
- Princess Deshkova: But, did it hurt?
- Catherine: Well, a little bit, the first time.
- Princess Deshkova: You did it more than once?
- Catherine: Yes. He has a head of God and the body of an athlete.
- Catherine: If I get pregnant, can we go on meeting?
- Count Gregory Orlov: For awhile, of course.
- Catherine: I just never want this to end.
- Princess Deshkova: How do you manage to be with him so often?
- Catherine: That's easy. Most of the day Peter is out drilling his soldiers.
- Grand Duke Peter: Can you take disciple?
- Catherine: If - - if it is necessary.
- Grand Duke Peter: Every soldier must, if I order it.
- [removes the military jacket Catherine's wearing, unsheathes his sword, uses it to spank Catherine's behind, she says nothing]
- Grand Duke Peter: Good.
- [he spanks her again]
- Grand Duke Peter: Good!
- [feels Catherine's buttock]
- Grand Duke Peter: And warm.
- Sir Charles: We have a jest in my country: heads, you win, tails, I lose. That's exactly your situation, I'm afraid. You lose either way.
- Sir Charles: May I give you a piece of advice?
- Catherine: You know you can.
- Sir Charles: Keep all your friends in the Army - and never turn your back on the Vorontsovs. I've seen burning ambition in my time; but, theirs - gives out a heat - the like of which - I have never felt before.
- Count Vorontsov: It's not enough, you know, to keep Catherine down. We've got to find someone to replace her. I was thinking of my niece.
- Countess Vorontsova: Elizabeth? But, pray dear, she's a slut! She has the mind of a peasant. She dresses like a camp follower. She drinks like a...
- Count Vorontsov: Precisely. If I'm any judge of character, she's just the sort of woman Peter will adore. She's as vulgar and cruel as he is.
- Grand Duke Peter: Why do you limp?
- Elizabeth Vorontsova: I broke my leg, mounting a guardsman.
- Grand Duke Peter: [laughs] You're lying.
- Elizabeth Vorontsova: Of course, I am. But, it makes a better story than a childhood disease.
- Grand Duke Peter: Do you like soldiers?
- Elizabeth Vorontsova: I can't get enough of them. Especially, Guardsmen.
- [cracks a whip]
- Elizabeth Vorontsova: He likes to beat me with the flat of his sword.
- Countess Vorontsova: With the flat of his sword?
- Elizabeth Vorontsova: It gets him very excited. As a matter of fact, I quite enjoy it.
- Grand Duke Peter: [slaps Catherine who has interrupted him and Elizabeth] I'll do what I like in my own bed. You do! Do you think I don't know? You've been bedding half the Imperial Guard!
- Elizabeth Vorontsova: I doubt if she could handle just one.
- Grand Duke Peter: When my Aunt dies, I'll be Emperor and I'll do what I like to this country and to you! Now think of that!
- Catherine: How can I thank you?
- Sir Charles: By becoming ruler of all the Russias. This is a great country. It deserves someone like you. You could bring it light and learning. You could take it out of the dark ages. Forever! Do it.