- Lyle Talbot: Buz, this is Miss Howson. It's her birthday.
- Busby Berkeley: Oh, glad to know you Miss Howson. Another candidate for the chorus?
- Martha Howson: No, just a visitor. But, I've often wondered where you get all those beautiful girls?
- Busby Berkeley: You do, huh? Well, they come from all over. You see, they might come from California, Maine, New Hampshire, Vermont, Texas. It really doesn't matter. You see, there're beautiful girls everywhere.
- Lyle Talbot: Buz, what've you got up your sleeve for "Dames"? You think you'll be able to top the numbers in "Wonder Bar" and "Footlight Parade"?
- Busby Berkeley: Well, I don't like to make any promises, Lyle. But, I really think this picture's going to top anything we've ever done. There's a very huge set over there and practically everything moves - this being moving pictures.
- Martha Howson: Oh, Mr. Powell, I wonder if you'd do me a big favor?
- Dick Powell: Why, yes!
- Martha Howson: Well - well, I don't know exactly how to say this, but you see, Miss Laserman, she's our principal. Well, she's one of your greatest fans, and I know she'd be awfully thrilled if... well, if you gave me a kiss for her. Would you? Could you?
- Dick Powell: Why certainly!
- [long kiss]
- Martha Howson: Oh, Mr. Powell, all the girls in the school are just crazy about you too!
- Dick Powell: How many girls in your school?
- Martha Howson: About 5,000.
- Dick Powell: I get it.
- [kiss, takes a breath, kiss, kiss, kiss...]
- Lyle Talbot: Well, here we are. This is the Warner Studio.
- Martha Howson: Gee, I've never been so thrilled in all my life! Will I meet Dick Powell?