Madeline Ashton: Wrinkled, wrinkled little star... hope they never see the scars.

Lisle Von Rhuman: This is life's ultimate cruelty. It offers us a taste of youth and vitality, and then it makes us witness our own decay.

Madeleine: Could you just not breathe?

Madeline Ashton: Bottoms up!

[Madeline drinks the potion]

Lisle Von Rhoman: Now, a warning.

Madeline Ashton: NOW a warning?

[Helen has a gaping hole in her abdomen]

Madeline Ashton: You're a fraud, Helen! You're a walking lie and I can see right... THROUGH YOU!

[watch through the hole while laughing]

Ernest Menville: Where did you put my wife?

Second Doctor: She's dead, sir. They took her to the morgue.

Ernest Menville: The morgue? She'll be FURIOUS!

Ernest Menville: 'Til death do us part! Well, you girls are dead. And I'm parting.

Madeline Ashton: Ernest... my ass! I can see MY ASS!

[Helen pours alcohol all over Madeline's car and then dumps the bottles inside, revealing dozens of bottles and alcohol everywhere]

Helen: We'll make it look like she's had just a little bit too much to drink...

Madeline Ashton: Oh, for Christ's sake, at least lie quickly!

Dakota: I'm trying to!

Helen: Oh, gosh, I'm glad you came. I didn't know if you would. I spoke to my PR woman and she said Madeleine Ashton goes to the opening of an envelope. Oh, those people can be so cruel!

Madeleine: Mmmm.

Helen: I fired her.

Madeleine: [pleased] Oh!

Helen: Well, I almost fired her.

Helen: Oh ok! Well if she's not dead, you tell her to come down here, come right up to me and kiss me on the...

Madeline: Kiss you on the what?

Helen: Mad?

Madeline: Hel...

Anna: How about a nice colagen buff?

Madeline Ashton: "A colagen buff"? You might as well ask me to wash with soap and water!

Anna: I could do your make-up myself...

Madeline Ashton: Make-up is POINTLESS! It does nothing anymore! Are you even listening to me? Do you even care? You stand there with your 22-year- old skin and your tits like ROCKS and laugh at me...

[sobs]

Helen Sharp: On guard, BITCH!

[Helen has a gaping hole in her abdomen after being shot into a pool]

Helen: Look at me, Ernest! Just look at me! I'm soaking wet!

[Helen and Madeleine shatter into pieces after falling down stairs]

Helen: Do you remember where you parked the car?

Helen: She was a homebreaker. She was a man-eater. And she was a *bad* actress.

Ernest Menville: She's dead!

Madeline Ashton: She is? Oh. These are the moments that make life worth living.

Emergency Room Doctor: I tell you what, kids, it's, uh, odd thing here. Your wrist, uh, far as I can tell, is, uh, fractured in three places. Uh, and you've shattered, uh, two vertebrae, though I can't be certain without an X-ray... The bone protrusion through the skin - that's not a good sign. You're body temperature is below 80, and your, your, your heart's stopped beating.

Ernest Menville: What the hell does that mean?

Emergency Room Doctor: Exactly! What... what... I'm going to get a second opinion.

[the doctor leaves in a hurry]

Madeline Ashton: Well, it could be worse.

Ernest Menville: [at Helen's book party] Have you seen her yet?

Madeline: What a joke. She's not even here.

Ernest Menville: Wait. Look over there.

Madeline: [a heavy-set woman stands surrounded by people] Oh! Looks as though she's lost a few pou-

[the heavy set lady moves out of the way to reveal the incredibly thin Helen Sharp]

[Lisle has just stabbed Ernest's finger with the dagger]

Ernest Menville: Ah! Wha-what are you doing?

Lisle Von Rhuman: I'm loving you.

[after seeing her transformation]

Madeline Ashton: I'm a girl!

[after seeing Mad]

Helen Sharp: It's alive!

[Cut line]

Helen Sharp: And it's beautiful...

[Lisle scolds one of her "boys"]

Lisle Von Rhoman: Make some room for my friend, for Chrissake. But... keep your ass handy.

Lisle Von Rhoman: You're scared as Hell... of yourself. Of the body you once knew.

Madeline Ashton: I beg your pardon?

Lisle Von Rhoman: I am the one who understands. I am the one who knows your secret.

Helen Sharp: You're a powerful sexual being, Ernest.

Ernest Menville: I am?

Helen Sharp: Yes, you are. If I never told you before, it was because I wasn't the sort of girl who could say the word "sexual" without blushing. Well I can now. Sexual... sensual... sexy... sex... sex... sex...

[about his wife]

Ernest: Is it up yet?

Madeleine: You're dressed. Special occasion?

Madeleine: Look at you. You have a... waist.

Helen: She married a brilliant surgeon, and turned him into an undertaker.

Helen: Madeleine! I need to speak to Madeleine!

Ernest: She's not here.

Helen: Oh, thank god.

Lisle: Drink that potion, and you'll never grow even one day older. Don't drink it, and continue to watch yourself rot.

[Lisle demonstrates the potion]

Madeline Ashton: Check ok?

Lisle Von Rhuman: Fine.

Helen Sharp: By the time they perform the autopsy, the narconal will be completely dissolved leaving only traces of alcohol. She'll be classified as just "another drunk-driver". They'll check her blood alcohol.

Coroner: [Coroner picks up charred hand with bottle] .40... She had it coming.

[Drops hand, bottle brakes]

Helen Sharp: And think nothing more of it.

Helen Sharp: The case is closed, Madeline is dead, and we're free!

Ernest Menville: [after the sample of potion] Oh my god...

Lisle Von Rhuman: Oh! Thank you!

Madeline: [From trailer] Dead? Ernest is dead? Everybody's dead!

Madeleine: I just want you to know one thing...

[Madeleine points gun at Helen]

Madeleine: You brought this on yourself.

Ernest: Madeleine!

[Madeleine shoots Helen and Ernest screams]

Lisle Von Rhuman: Go on... Drink it... It is the completion of your life's work. You gave other people youth and wasted your own! Drink. And you will be able to work again forever! Drink... drink, Dr. Menville. You owe yourself another chance! Drink! It's the right choice! The *only* choice! Drink! SEMPRE VIVE! LIVE FOREVER!

Ernest Menville: Then what?

Lisle Von Rhuman: What?

Ernest Menville: Then what happens?

Lisle Von Rhuman: What?

Ernest Menville: I don't want to live forever. I mean, it sounds good, but what am I gonna do? What if I get bored?

Lisle Von Rhuman: What?

Ernest Menville: And what if I get lonely? Who am I gonna hang around with, Madeleine and Helen?

Lisle Von Rhoman: How old would you guess I am? C'mon, don't try to flatter me.

Madeline Ashton: Thirty-eight?

[Lisle Von Rhoman glares at her]

Madeline Ashton: TWENTY-eight... no, twenty-three...

Anna: Mr.Chagall! I'm sorry, Mr.Chagall. I'm really, really sorry.

Chagall: Anna, don't talk, just go away. Leave us alone, I don't want to look at you anymore.

Anna: Oh, okay.

Chagall: Thank you so much.

Madeline Ashton: [reading the title of Helen's new book] "Forever Young?"...

Rose: I like that title.

Madeline Ashton: [Cackling] Ah, forever young... and eternally fat...

Lisle: He won't get far. Not at his age.

Ernest: Is this an angel I see before me?

Madeleine: Oh, it's you.

Ernest: Fine, dear, thank you, like a rock.

Helen: I will not speak to you 'til you put your head on straight.

Dakota: I'm completely alone.

Girl at Dakota's: Dakota...

Dakota: Actually... Completely isn't quite what I meant.

Lisle: We are creatures of the spring, you and I.

Ernest: You're sitting there, you're talking to me, but you're dead!

Helen: Ernest, ask me to go. Ask me to leave this house immediately!

Ernest: You just got here!

Helen: You have no talent for poverty.

Madeleine: Do you know that they do to soft, bald, overweight Republicans in prison, Ernest?

Helen: You can't raise an eyebrow without major surgery!

Madeleine: You should learn not to compete with me. I always win!

Helen: You may have always won, but you never played fair!

Madeleine: Who cares how I played? I won!

Lisle: You are like Don Quixote, tilting at Nature's windmills.

[Lisle stabs his finger]

Ernest: What are you doing?

Lisle: I'm loving you.

Lisle: But you'll never grow old!

Ernest: Yes, but everybody else will! I'll have to watch everyone around me die. I don't think this is right. This is not a dream. This is a nightmare!

Ernest: Well, from now on, I'm going to be the kind of idiot I want to be!

Lisle Von Rhoman: Go on... Drink it... It is the completion of your life's work. You gave other people youth, and wasted your own! Drink. And you will be able to work again- forever! Drink... Drink, Dr. Menville... You owe yourself another chance! Drink! It's the right choice! The *only* choice! Drink! SEMPRE VIVE! LIVE FOREVER!

[Crash of thunder and lightning]

Lisle Von Rhuman: [Emerges from her pool wearing only high heels] I hope you don't mind that Harry and Dick had to dress you... You were inproperly attired, for the occasion.

Ernest Menville: What occasion?

Lisle Von Rhuman: I'm throwing a party upstairs... I throw one every Spring, for my clients.

Ernest Menville: All right... ok... what do you want with me?

Lisle Von Rhuman: For you... I'd like to give a present... The gift of life and youth, forever...

Anna: I am sorry, but the plasma separation is a very traumatic process to the body! Our policy clearly prohibits more than one in a six-month period.

Madeline: So? It's been nearly that long already.

Anna: Miss Ashton, you had one three weeks ago.

Helen Sharp: [Helen throws a Spade at Madeleine, who catches it] En garde! *Bitch*!

Ernest Menville: Girls, girls! Let's just calm down! I'm sure we can settle this peacefully and nego... WHOA!

Madeline Ashton: Ernest! You pushed me down the stairs.

Madeline Ashton: [after she discovers Dakota has a girl over] Who is the little piece of meat?

[upon discovering her neck has twisted a complete 180 degrees]

Madeline Ashton: Ernest... my ass! I can *see*... my ASS!

Ernest Menville: And there's something really wrong with your neck too.

Madeleine: I... fell down the stairs

Emergency Room Doctor: Whoopsie!

Helen: I want you to know something. I have never blamed you for leaving me. I always knew it was her. She's a woman. A woman, Ernest. From Newark, for God's sake.

Psychologist: You have got to forget about her! You have got to erase her from your mind. You have to completely eliminate any tra...

Helen Sharp: What?

Psychologist: You have to completely eliminate...

Helen Sharp: You're right.

Psychologist: What?

Helen Sharp: You're absolutely right!

[Madeline Ashton is requesting another plasma separation]

Madeline Ashton: Are you listening to me? Do you even care? You just stand there with your 22-year-old skin and your tits like rocks and laugh, and...

[sobs]

[after being shot into a pond, by Madeline]

Helen: That was totally uncalled for.

[Rose is serving breakfast in bed to Madeline Ashton]

Rose: Good morning, madam. You look absolutely marvelous.

Madeline Ashton: Hey, wait a minute. Aren't you forgetting something?

Rose: Well, it's only Thursday - you told me just to say it...

Madeline Ashton: Well, never mind that. I think I need you to say it every morning.

Rose: Very well. "Oh, madam! You look younger every day!"

Madeline Ashton: Thank you, Rose. Thank you very much.

Madeleine: Tell me, doctor. Do you think I'm starting to need you?

Madeline Ashton: Drink it!

Helen: You have to!

Madeline Ashton: We need you!

[Ernest lets go]

Lisle Von Rhuman: [Lisle is about to give Madeline a potion that grants eternal youth and beauty] But you must make me a promise. The secret that we share must never become public. You may continue your career for ten years. Ten years of perfect, unchanged beauty. But at the end of that time, before people start to become suspicious, you have to disappear from public view forever. You can retire, you can stage your own phony death, or... as one of my clients simply said, I want to be alone.

Madeline Ashton: No. She...

Lisle Von Rhuman: [Lisle nods]

Eulogist: It is my opinion that out beloved Ernest is one man who will, indeed, live forever.

[inaudible for 2 seconds]

Madeline: [sarcastically] Blah, blah, blah, blah, blah...

[leaves the church with Helen]

[first lines]

Opening Man: [leaving the theatre in the rain] Can you believe that? A musical version of "Sweet Bird of Youth."Who are they kidding?

Opening Woman: Thank God you wanted to leave...

Second Woman: Can you believe Madeline Ashton? Talk about waking the dead.

Second Man: I gotta get a drink...

[zoom in on discarded playbill featuring Madeline Ashton]

Vivian Adams: I never had a chance to thank you for the spectacular job you did with my Aunt Esther.

Ernest Menville: Oh, well, thank you very much.

Vivian Adams: Her color, her tone. You even brought out her cheekbones.

Ernest Menville: Well, that's my job.

Vivian Adams: It was almost a shame to bury her.

Ernest Menville: It's so sweet of you to say that.

Vivian Adams: Can I ask you what your secret is?

Ernest Menville: Spray paint. You see, you can't just use regular makeup on dead skin. The pores are too dry. You've gotta use a palette and grind the stuff in. One day I'm in the hardware store and I think to myself, "What about mannequin paint?"It's got its own chemical adhesive, comes in an incredible variety of flesh...

Vivian Adams: [aghast] Excuse me!

[hurries away]

Ernest Menville: Life has turned out as quite a party.

Helen: You used to hate parties.

Ernest Menville: That was when I was old. You should see me now.

Helen: I didn't know you were so unhappy.

Ernest Menville: [frantically] Life in prison? Know what that means to a person in your condition?

Helen: So negative. Let me enjoy the moment.

Ernest Menville: What about the neighbors?

Helen: Neighbors? In 12 years in Los Angeles, have you ever seen a neighbor?

Madeline Ashton: Who cares how I played? I won!

Ernest Menville: I'll just be upstairs...

Helen: That's 'cause you could raise your legs higher than anyone.

Ernest Menville: Do you know what they call someone who sticks by their word no matter what? At the cost of all else? Do you know?

Helen: No.

Ernest Menville: An idiot. From now on I'm gonna be the kind of idiot *I* wanna be. An idiot with a modicum of pride, because you know what? I finally realized something. I've lived up to my promise. Till death do us part. Well, you girls are dead. And I'm parting. Cheers.

Madeline Ashton: You know what this is? This is simply a question of, uh, maintenance! Yeah, this is upkeep. We just have to be very careful with ourselves. We have to take care of each other. I'll paint your ass; you paint mine.

[last lines]

Madeline Ashton: Has that ever worked? When you ask me where I last saw something?

Helen: Yes.

Madeline Ashton: When?

Helen: When you lost your index finger.

Madeline Ashton: I didn't lose it, it broke off.

Helen: That's because you cracked your knuckles all the time...

[slipping on the can of spray paint they both crash down the steps]

Helen: Help me!

Madeline Ashton: [now in pieces] Do you remember where you parked the car?

Ernest Menville: [yells when he finds Helen in the house, when he has been upstairs preserving and painting Madeline]

Helen: [drops shovel] Where is she!

Ernest Menville: [nervously] Oh my gosh - Helen! What are you doing here?

Helen: [suspicious] What's that on your hands - blood?

Ernest Menville: Paint.

Helen: Paint? What would you be doing that you have paint on your hands?

Ernest Menville: Painting.

Helen: Ernest - are you doing something funny with Madeline?

Ernest Menville: Define "funny".

Lisle Von Rhuman: [the potion of eternal life] A touch of magic in a world obsessed with science.