- Katharine Hepburn as Little Bo Peep: I'm Little Bo Peep. I've lost my sheep, really I have. I can't find them anywhere, really, I can't. I think so, don't you? I do. They were such lovely sheep, really they were.
- W.C. Fields as Humpty Dumpty: Ah, yes, my little chickadee. Let me inspect your tiny brood. Uh, so it's you.
- Charlie McCarthy: Ha, ha, ha. Lovely day, lovely day. What a beautiful sunrise. Or is that your nose?
- W.C. Fields as Humpty Dumpty: Why, you... Lucifer. I'll show you...
- Charlie McCarthy: Now don't get hard-boiled, or I'll sic an egg beater on you.
- W.C. Fields as Humpty Dumpty: I'll mow you down!
- [Loses balance]
- W.C. Fields as Humpty Dumpty: Look out below.
- [Falls head first on a mushroom]
- Charlie McCarthy: Bottoms up, Mr. Egg. Bottoms up.
- [in See-Saw, Margery Daw, Edward G. Robinson and Greta Garbo are on a see-saw]
- Greta Garbo: I vant so much to be alone.
- Edward G. Robinson: Okay, babe. You asked for it.
- [Gets off see-saw, Garbo falls down]
- [in "Simple Simon", Oliver Hardy as the pieman throws a pie at Stan Laurel as Simple Simon, but misses; the pie goes flying past]
- Katharine Hepburn as Little Bo Peep: I've lost my sheep.
- [the pie hits her in the face, covering her face black]
- Katharine Hepburn as Little Bo Peep: [imitating an African-American woman] Is any o' you old folks seen my sheep anywhere?
- Hugh Herbert as Old King Cole: My bowl, my bowl! Oh, yes, of course. Y-yes, my bowl.
- Joe Penner: You wanna buy a duck? Hee-hyuk, hee-hyuk, hee-hyuk!
- Donald Duck: [in bowl] You wanna buy a duck? Ha, ha, ha, ha!
- Hugh Herbert as Old King Cole: Hoo-hoo!
- [Closes lid]
- Donald Duck: Hey, what's the big idea? Let me outta here!
- Charles Laughton: It's mutiny!... but I love it.