- Baron Stephan Wolensky: Where's the best restaurant in town?
- Hotel Clerk: This one, sir.
- Baron Stephan Wolensky: Are you sure?
- Hotel Clerk: Absolutely, sir. It's the only one.
- Baron Stephan Wolensky: I wish we had met before.
- Countess Olga Mironova: Were you nice looking?
- Baron Stephan Wolensky: When?
- Countess Olga Mironova: When you were young.
- Baron Stephan Wolensky: According to historians, I was not without a certain charm.
- Countess Olga Mironova: I thought you never read newspapers.
- Baron Stephan Wolensky: I don't. I listen to what other people read.
- Baron Stephan Wolensky: Do allow me to look after your belongings. Those candlesticks, for instance, are more precious than you think.
- Countess Olga Mironova: Pardon me. They're more precious than *you* think.
- Mr. Korum - a Conspirator: She's in the Russian Secret Service.
- Baron Stephan Wolensky: How do you know that?
- Mr. Korum - a Conspirator: We don't. We surmise. But you better be very careful. She may not be traveling through Vienna just by chance.
- Baron Stephan Wolensky: Hmm, well still, there are always people traveling between here and Petersburg. That might be one reason they built the railroad.
- Baron Stephan Wolensky: What time is it, Albert?
- Albert - Stephan's Butler: Half past two, sir.
- Baron Stephan Wolensky: Ah, ah, good to get to bed early for a change. That enables me to get up early. Call me at eleven.
- Mr. Korum - a Conspirator: I have some interesting news for you. The Countess Mironova is in Vienna. She leaves for Petersburg tonight.
- Baron Stephan Wolensky: Tonight? Well that's interesting. I hear she's very beautiful.
- Mr. Korum - a Conspirator: And very dangerous.
- Baron Stephan Wolensky: Yeah. The words are synonymous.
- Col. Baron Suroff: Does your highness want me to be exiled to Siberia?
- Grand Duke Peter: I sometimes wonder.
- Countess Olga Mironova: You're Baron Wolensky?
- Baron Stephan Wolensky: And you're the Countess Mironova. Strange we've never known each other, isn't it?
- Countess Olga Mironova: It is, isn't it? You're Polish, are you not?
- Baron Stephan Wolensky: Oh, yes indeed, and you're Russian. We're neighbors, so to speak.
- Countess Olga Mironova: So to speak.
- Baron Stephan Wolensky: Oh, why do you smile?
- Countess Olga Mironova: Do I?
- Baron Stephan Wolensky: Has anyone ever told you you have a rather relentless smile?
- Countess Olga Mironova: No. But I suspect I have.
- Baron Stephan Wolensky: Why?
- Countess Olga Mironova: I came from a relentless family.
- Countess Olga Mironova: I read my newspaper.
- Baron Stephan Wolensky: I never do.
- Countess Olga Mironova: Perhaps you're wise.
- Baron Stephan Wolensky: I wish I were. The wise are never lonely.
- Countess Olga Mironova: Are you lonely?
- Baron Stephan Wolensky: Yes... So are you.
- Countess Olga Mironova: Why do you say that?
- Baron Stephan Wolensky: You are, aren't you?
- Countess Olga Mironova: I've never thought of it.
- Grand Duke Peter: You want to come up?
- Maria Orlich: You want to come down?
- Grand Duke Peter: Not if you're coming up. Are you?
- Maria Orlich: Not if you're coming down.
- Prince Johann: This will amuse you.
- Countess Olga Mironova: Not a conjuring trick, Johann?
- Prince Johann: Watch.
- Countess Olga Mironova: How interesting. How exciting!
- Waiter: If the gentleman wish not to be disturbed, I could close the curtain.
- Baron Stephan Wolensky: No, no, thank you, you just leave us alone we'll help ourselves.
- Waiter: Oh, I see, sir.
- Baron Stephan Wolensky: I mean to the liqueurs.
- Countess Olga Mironova: I am - lonely.
- Baron Stephan Wolensky: I'm glad.
- Countess Olga Mironova: Why?
- Baron Stephan Wolensky: It's nice to have something in common.
- Anton - the Thief: You see, I'm a gentleman, and gentlemen never tell on ladies. At least not the sort of gentleman I am.
- Countess Olga Mironova: Philandering is a fine art. Does not necessarily improve the personal appearance.
- Baron Stephan Wolensky: As to philandering, I plead not guilty.
- Baron Stephan Wolensky: If you don't mind my saying so Countess, this is becoming rather expensive.
- Countess Olga Mironova: It is, isn't it? I love to pay lots of money for things.
- Baron Stephan Wolensky: I'm rather like that, too.
- Countess Olga Mironova: Baron Wolensky.
- Baron Stephan Wolensky: My friends call me Stephan.
- Countess Olga Mironova: I am not your friend.
- Baron Stephan Wolensky: You see, I, too, have a duty.
- Countess Olga Mironova: Oh, that dreadful word. It is with us *always*.
- Baron Stephan Wolensky: So it seems.
- Col. Radoff: The experience of those who betray our secret police is not a pleasant topic for conversation.
- Countess Olga Mironova: Then let's talk about something else.
- Col. Baron Suroff: Don't worry, Your Highness. Soon, the ball and our imprisonment and Juliet will be just a memory.
- Grand Duke Peter: Yes. Suroff...
- Col. Baron Suroff: Yes?
- Grand Duke Peter: Do you know what a memory is?
- Col. Baron Suroff: A memory? Yes, of course. It's a - a memory is a...
- Grand Duke Peter: Memory is something that's never forgotten.