- [behind the lunch counter at the railroad yard, gum-chewing waitress Marie hears a train whistle - her cue to get ready to meet her boyfriend, Bill]
- Marie: [taking off her apron] Anything else you guys want?
- Railroad worker at Lunch Counter: Yeah, gimme a big slice a' you on toast, and some French-fried potatoes on the side.
- Marie: [taking out her compact and powdering her face] Listen, baby, I'm A.P.O.
- Railroad worker at Lunch Counter: [to the other railroad worker] What does she mean, A.P.O.?
- Marie: Ain't Puttin' Out! Besides, I'm Bill White's girl, and I'm a one-man woman.
- Railroad worker at Lunch Counter: That's a hot one, Marie.
- Marie: Whattaya mean "that's a hot one"?
- Railroad worker at Lunch Counter: Didn't I see you down ta Fishbeck's Dance Hall with Elmer Brown?
- Marie: Oh yeah. Elmer's a kind of a cousin of mine.
- Railroad worker at Lunch Counter: Oh! Some cousins are sure affectionate.
- Marie: Nevertheless, he's my distant cousin.
- Railroad worker at Lunch Counter: That's her story, and she's gonna stick to it.
- Marie: It's the story Bill's gonna hear unless you guys do some broadcasting of your own.
- Railroad worker at Lunch Counter: Well, don't worry. Not me. I ain't gonna get in no trouble.
- Marie: [walking toward the door] Then stop shootin' off your big mouth.
- Railroad worker at Lunch Counter: Hey Marie. Wouldja gimme a flock a' donuts with small holes?
- Marie: [at the door, hand on hip] If there're any small holes around here, I'll eat 'em myself.
- [the men laugh as she leaves the diner]
- Ed 'Eddie' Bailey: [eying up his girl before they go out on the dance floor] Babe, you look like $700 tonight, I'm tellin' you! Come on, let's go!
- Bill White: [Slapping the more-than-ample derriere of the waitress while her back is turned] How are you, Davenport?
- Waitress: You stop callin' me that! Honest to goodness, you're gettin' something fierce!
- Bill White: Hog wild, Baby, and no foolin'. Scramble three and a cup of jamocha.
- Waitress: [Yelling to the cook offscreen] Scramble three in a hurry - it's Bill White!
- [to Bill]
- Waitress: Bread or toast or maybe you'd like a bun?
- Bill White: [Implying a double entendre] No, had one last night.
- Bill White: Pig-Leg.
- Peg-Leg: Peg-Leg.
- Bill White: Pig-Leg
- Peg-Leg: Peg-Leg!
- Bill White: All right, maybe I'm wrong.
- Bill White: Say, I think you're the swellest girl in the world.
- Lily: Oh, you're a dear. And just for that I'm gonna give you a little kiss.
- Bill White: I love you, Lily. And I want ya. And if you are here or near me, I'll take you. You understand? I'll take you.
- Marie: I know where I can get you a little slug of gin.
- Bill White: I don't think so.
- Marie: You don't want to drink?
- Bill White: No, I quit a long time ago.
- Marie: Oh, some dame made you swear off, huh?
- Marie: Hey, this is like old times. You and me neckin' and you gettin' plastered.
- Bill White: Say, I ain't plastered.
- Marie: I didn't say you was. I said - *gettin'*!
- Marie: Here we are, moonin' around cause we split up, when we can get married tonight, if we want.
- Bill White: Say, you're a great girl.
- [Slaps her in the face]
- Bill White: You got some - great ideas.
- Marie: Are you game?
- Ed 'Eddie' Bailey: Aw, buck up, fella. I know its pretty tough for your side-kick. You're takin' it too hard.