- Lady Susan Dowitt: One of the most important accomplishments of the modern young woman is the use of the fan. She does not employ it to cool herself, but rather to express the emotions.
- Sir Hugh Marcy: Women are armed with fans as men are with swords, and frequently do much more damage with them.
- Thomas Gainsborough: They're guessing everything from duchess to a baroness... I hope you won't tell anyone the truth, Hugh.
- Sir Hugh Marcy: I never tell the truth.
- Sir Joshua Reynolds: They... they're not admiring the work. They're merely trying to guess who it is.
- Sir Hugh Marcy: What would you do if you had to choose between the duke and going back to Houndsditch?
- Lady Susan Dowitt: Oh, well, I'd pick the duke. But then, I'm a lady. I've an idea our little guttersnipe is above that sort of thing.
- Duke of Malmunster: Well, am I going to get tea?
- Lady Susan Dowitt: Sir, you're going to get everything you want.
- Sir Hugh Marcy: I think I should be complimented, Thomas.
- Thomas Gainsborough: For what, please?
- Sir Hugh Marcy: For turning a little gutterbag into a duchess - a neat trick.
- Lady Susan Dowitt: The trick was having me around. Kitty could never have passed for a lady without my examples to guide her.
- Thomas Gainsborough: Permit me to remind you that if I hadn't found Kitty in the first place, and painted her portrait, none of this would even have happened. She wouldn't be a duchess and you wouldn't be in the foreign office, my dear.
- Sir Hugh Marcy: I think we should all congratulate each other.
- Brett Harwood Earl of Carstairs: Shall we stroll?
- Thomas Gainsborough: The duchess was just saying how tired she was.
- Kitty: Oh, I don't mind walking a little longer, Tom.
- Brett Harwood Earl of Carstairs: [to Gainsborough] Of course, if you're tired, then you go on back to the studio. I'll see her grace home.
- Thomas Gainsborough: I'm not at all tired.
- Brett Harwood Earl of Carstairs: I see. Suppose the three of us stroll?
- Brett Harwood Earl of Carstairs: It's a lovely evening. How did it happen you're not working, Tom? I thought you preferred to paint by candlelight.
- Thomas Gainsborough: Yes, I do. But I'm not in the mood tonight. Besides, I was strolling with the duchess. But I have no intention of leaving her to you.
- Brett Harwood Earl of Carstairs: Testy old genius, aren't you?
- Prince of Wales: Gad, how extraordinary. Why does such a charming creature throw herself away on such a bounder?
- Thomas Gainsborough: I don't know sir. He's so far beneath her.