- C.C. Babcock: "Ooh, Niles, what's the occasion?"
- Niles: It's for you. Congratulations on quitting smoking.
- C.C. Babcock: Oh, Niles, when you quit smoking, you have to be very careful not to gain weight.
- Niles: Oh really?
- [Niles puts a big dob of cream on a cake and slides it to her]
- C.C. Babcock: The Last time I quit, I gained 25 pounds
- Niles: Eclairs are ready.
- C.C. Babcock: I have to get back to work.
- [CC carries food with her]
- Niles: Yoo-hoo, Ms. Babcock, teatime.
- Maxwell Sheffield: [Fran is all smiles and sits on the desk where Max's notes are] You're sitting on John Malkovich.
- Fran Fine: I don't hear him complaining.
- [still smiling]
- Fran Fine: Oh, my old school books. "Looking for Mr. Goodbar," "Valley of the Dolls..." "Intro to Chemistry"? How'd that get in there?
- Brighton Sheffield: What exactly are a person's loins and how do you get them to quiver?
- Fran Fine: Give me that. You know what? Stick this in my closet.
- [Pausing to think]
- Fran Fine: Better yet, put it under my bed.
- Fran Fine: My camp is having a big reunion this weekend. What are you doing Friday night?
- Maxwell Sheffield: [Pretending to check his datebook] Friday, Friday, Friday, Friday, Friday, Friday, Friday, Friday. Oh, meeting of the Tony committee, what a shame! Blast, if it was any other night...
- Fran Fine: Oh, lucky you, it's really Saturday!
- Niles: A blind man in New Jersey saw that one coming, sir.
- Maxwell Sheffield: Miss Fine, I hate reunions. I didn't even go to my own at Eaton.
- Niles: Oh, yes, you did, sir. Don't you remember? You were sulking in the corner because everyone was kissing Jeremy Irons' ass
- [seeing Mr. Sheffield nasty look]
- Niles: perin, Q-Tips, and Chapstick. Well, I'm off to the drug store.
- Blake Glickman: [upon meeting Mr. Sheffield] Maxwell Sheffield!
- [excitedly]
- Blake Glickman: I was in one of your revivals!
- [sings Seventy-Six Trombones]
- Blake Glickman: 'Seventy-six trombones led the big parade, with a hundred and ten cornets close at hand... ' that's where I met Kent.
- Brighton Sheffield: Yow, this is scary. Look, it's a naked picture of that guy from "Evening Shade."
- Maggie Sheffield: Oh, gross!
- Fran Fine: Oh, my Burt Reynolds' "Cosmo" centerfold!
- Sylvia Fine: [Taking the poster from Fran] Darling, that's mine.
- Fran Fine: [Taking it back] No, Ma, you laminated yours!
- Sylvia Fine: [Both pulling the poster] No, I didn't!
- Fran Fine: Yes, you did!
- [the poster rips in two, Fran apparently ending with the lower half]
- Fran Fine: Oh, well, I guess that's more than Loni got.
- Fran Fine: [Entering her parents' storage room] Oh, wow, look at all these memories... Ma could never throw anything of mine away.
- Sylvia Fine: Darling, get all your crap out of here. I'm converting the storage room into a den for your father.
- Fran Fine: Ma, this is a den by you? Why don't you just strap him to the wall and slap an iron mask on his face?
- Sylvia Fine: You kids, we're not into that.