- Michael Potter: [to crowd observing Phil's anxiety attack] Anybody have a Valium?
- [everyone in crowd reaches into purses and pockets]
- Phil Potter: What do you want?
- Marilyn Holmberg: What do *you* want?
- Phil Potter: I want us to live together. I want us to get married. I want us to have children together. I want us to put our teeth in the same cup. I want us buried together in a family plot with one headstone. What do you want?
- Marilyn Holmberg: I want a separate cup for my teeth.
- Little Girl: Mommy, she said the F word!
- Marilyn Holmberg: [to Phil] Keep the fuck away from me! So help me, I've got a knife and I'll cut your fucking balls off!
- Student 2: Uh, Mr. Potter. The class isn't over till 10:00.
- Phil Potter: Good. That gives me a chance to answer all your questions for the next, uh,
- [looks at the clock]
- Phil Potter: 56 minutes. I should've, uh, prepared more material for today. From now on, I'll be able to gauge the time a little better. Or I'll learn to talk very slowly.
- Marva Potter: Phil, this could be the best thing that could happen to you. It could be very exciting. The possibilities for growth and self-awareness, getting to know yourself could be the most wonderfully happy, even thrilling experience.
- Jessica Potter: [singing] It's gonna be easy for you, To do what you got to do, Stand up on your own, You got it made, It's gonna be harder for me, But this woman's, Got a right to be, More than, A shadow of her man...
- Michael Potter: I'm gonna help you whether you like it or not. I'm not talking about psychiatry.
- Phil Potter: Psychiatry is not gonna do a thing for me, Mickey.
- Michael Potter: Who's talking psychiatry? I'm not a psychiatrist anymore, Phil. I've gone through some changes myself.
- Phil Potter: What are you doin' now?
- Michael Potter: I'm teaching psychiatry.
- Jessica Potter: Honey, you can't drag this out, you know. It's not gonna make it any less awful. What's left to say, anyway?
- Phil Potter: That I'm glad that we were married.
- Paul: I'm sorry. I think you get off on being miserable. And when you're not miserable, it feels like something's wrong.
- Marva Potter: She's a terrific woman. She's an extraordinarily gifted nursery school teacher. She's gone back to school to get her master's in child development. She's getting it together. And I, for one, don't want her hurt.
- Phil Potter: I'm not even sure I'm gonna ask her out.
- Marva Potter: Why? Because she doesn't have large breasts?
- Phil Potter: Everett, were you divorced recently?
- Everett: It was last July. It was our 43rd wedding anniversary. She said there were no surprises left. What a thing to say. After a lifetime together. A lifetime of faithfulness despite many urgent temptations. No surprises.
- Marilyn Holmberg: Would you like some more of this?
- Phil Potter: Did I eat some of that?
- Marilyn Holmberg: Yeah.
- Phil Potter: That's pudding. I hate pudding. I wonder why I ate it.
- Marilyn Holmberg: Maybe you were so interested in me that you didn't know what you were doing.
- Phil Potter: I knew that without the pudding.
- Marie: I went through a lot of depression after my divorce. A lot. But then I decided it's all how you look at it, you know? 'Cause most people only get one chance in life. After a divorce, it's like starting another whole life all over again. So it's really a positive thing. Except for the fact that the first life ended in disaster.
- Everett: I'm gonna be 72 soon. And still, I'm amazed that the women I meet seem so sure, so certain, about getting involved. You - you have no idea how many women want you when you're getting old. How many liver-spotted female hands reach out to squeeze the last drops from your body as they go about living longer than we do.
- Marilyn Holmberg: You bastard. I don't - breathe right without you. I just, I just breathe right when you're here. It scares the daylights out of me.
- Marilyn Holmberg: [walks towards the bed] Don't be afraid to tell me what you want.
- Phil Potter: I think I'd like to say good night.
- Marilyn Holmberg: [sighs] I know. I - I understand. It's too much or it's too soon. Or you don't like me enough. Or you like me too much. Or you're frightened, or you're guilty. You can't get it up or out or in or what?
- Phil Potter: That just about covers it.
- Phil Potter: I wanna have sex with you.
- Marilyn Holmberg: Gulp. I don't like the way you put that. It makes me feel very strange.
- Phil Potter: I know. It did sound a little bit like Tarzan. It's just that I was trying to avoid the whole romantic thing.
- Marilyn Holmberg: I don't like that, either. I hate that. But can't you just personalize it a little? I want to have sex with you, Marilyn?
- Phil Potter: I want to have sex with you, Marilyn.
- Marilyn Holmberg: I want to have sex with you, Potter.
- Jessica Potter: [singing] Better than ever, I'm better than ever, You'll never go, Looking for anyone else, I needed some time, Till I found myself, And now I'm better than ever...
- Jessica Potter: Well, how do I look, anyway?
- Phil Potter: As good as you wanted to look.
- Jessica Potter: That good, huh?
- Phil Potter: That good.
- Marilyn Holmberg: She seems like a very nice person. There's not too much you can tell about someone the very first time you meet them. Except, of course, that she has pretty tits.
- Jessica Potter: So you're still mad at me.
- Phil Potter: Why should I be mad at you?
- Jessica Potter: Because I went to bed with your boss and broke up our marriage.
- Phil Potter: Oh, that. You're right, Jessie. I am still mad at you.
- Jessica Potter: It just occurred to me that this might all be about what's her name. I'm sorry. I owe you more than that. It's Marilyn. Marilyn Holmberg, isn't it? 5' 7", 125 pound Marilyn Holmberg. And isn't that what all this is about?
- Phil Potter: I need terrific. I need wonderful. I need love.
- Jessica Potter: I need a half a pound of potato salad and a loaf of rye bread, please.
- John Morganson: [Marilyn bursts out laughing meeting 6'8'' John] What is it?
- Marilyn Holmberg: No, no, no, it's nothing. I'm sorry.
- Marva Potter: She's had a tough time recently.
- Michael Potter: John - John's used to strange reactions. We went into it when he was my patient.
- Marilyn Holmberg: No, it wasn't him.
- Michael Potter: It has to do with a - a tension people feel over the disparity in height. And there's a - there's a sexual element.
- [Marilyn laughing hysterically]
- Michael Potter: There's - there's a sexual element. It has to...
- Marilyn Holmberg: No, I'm sorry.
- Michael Potter: You know, with everything else, uh, people feel: "Is everything on such a grand scale?"
- Marva Potter: And is it?
- John Morganson: Yes.
- Jessica Potter: You know, when we made love last night.
- Phil Potter: I know what you're gonna say. You don't have to say it.
- Jessica Potter: [whispers] I had a vaginal orgasm.
- [smiles]
- Jessica Potter: I'm very embarrassed by the way I behaved tonight and I, well, I don't know quite what to say now, except the thing about love is that you can really make an ass of yourself.