- The opening montage shows Michael directly contradicting EVERYTHING he's teaching his acting students about following direction.
- The toast at Michael's birthday party:
"To the man who's taught us what acting is all about -"
- During "Dorothy"'s screen test:
Producer: I'd like to make her look a little more attractive. How far can you pull back?
Cameraman: How do you feel about Cleveland?
- George's reaction to his first sight of Michael in all his feminine glory:
"God, I begged you to get therapy!"
- This exchange:
George: Michael, you have nothing to say to women. You are a man.
Michael: I realize that, of course. But I'm also an actress!
- The reaction to The Reveal:
Jeff: (watching from home) That is one *nutty* hospital.
- Also John's stunned reaction:
"Does Jeff know?"
- Also John's stunned reaction:
- The conversations between Michael and George are generally comedy gold, but especially funny is when Michael wants to know why George can't get him work:
Michael: Are you saying that nobody in New York will work with me?
George: No, no, that's too limited... nobody in Hollywood wants to work with you either. I can't even set you up for a commercial. You played a *tomato* for 30 seconds - they went a half a day over schedule because you wouldn't sit down.
Michael: Of course. It was illogical.
George: You. Were. A. ''Tomato''! A tomato doesn't have logic! A tomato can't move!
Michael: That's what I said. So if he can't move, how's he gonna sit down, George? I was a stand-up tomato: a juicy, sexy, beefsteak tomato. Nobody does vegetables like me. I did an evening of vegetables off-Broadway. I did the best tomato, the best cucumber... I did an endive salad that knocked the critics on their ass!
Michael: You should have seen the look on her face when she thought I was a lesbian.
- And then later, when Michael is trying to describe the craziness of his (and Dorothy's) life:
George: "Lesbian"? You just said gay.
Michael: No, no, no - Sandy thinks I'm gay, Julie thinks I'm a lesbian.
George: I thought Dorothy was supposed to be straight?
Michael: Dorothy is straight. Tonight Les, the sweetest, nicest man in the world, asked me to marry him.
George: A guy named Les wants you to marry him?
Michael: No, no, no - he wants to marry Dorothy.
George: Does he know she's a lesbian?
Michael: Dorothy's not a lesbian!
George: I know that, does he know that?
Michael: Know what?
George: That, er, I... I don't know.
- Dorothy's "Shame on you, you macho shithead!"
- Dorothy is quite the snarker:
John Van Horn: I'm just an untalented old has-been.
Dorothy: Were you ever famous?
John Van Horn: No.
Dorothy: Then how can you be a has-been?
- Two times when Michael slips out through Dorothy's facade, the first when trying to hail a cab and finally yelling in a masculine voice, the second when, during the shopping montage, a man cuts ahead of her to get the cab, so Dorothy sets down her shopping and drags the man out of the cab and throws him aside.
- Sandy tearing huge mouthfuls out of the scenery, chewing them up and spitting them out during her break-up scene with Michael. She is indeed a professional actress.
- Les: "The only reason you're still alive is I never kissed you."
Dorothy: What kind of mother would I be if I didn't give my girls tits... tips?
- Michael keeping a frozen smile while loudly gulping upon learning he's going to be stuck playing a woman a lot longer than he'd planned.