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The Philadelphia Story is a classic 1940 romantic comedy. The Oscar-winning film was directed by George Cukor (known for My Fair Lady) and written by Donald Ogden Stewart, who also wrote Holiday and An Affair to Remember, and it stars Cary Grant, Katharine Hepburn, and Jimmy Stewart. We’ve collected some of our favorite moments from the hilarious and romantic Philadelphia Story, and determined the ten best quotes from the cast of characters.

The Philadelphia Story poster
A poster for the 1940 MGM film The Philadelphia Story | Movie Poster Image Art/Getty Images

10. Tracy Lord’s quote about going crazy

“I’m going crazy. I’m standing here solidly on my own two hands and going crazy. ” Tracy Lord, played by the legendary Katharine Hepburn, says this to herself, and it’s a perfect summation of the wackadoodle nature of the film.

9. Dinah, our favorite character in ‘The Philadelphia Story’

This list wouldn’t be complete without a Dinah Lord quote. Unfortunately, Tracy’s little sister prancing around in pointe shoes and regaling Macaulay and Liz with her ridiculous song doesn’t count as a quote. But one of her lines from early in the movie is an absolute favorite–more because of the way the actress, Virginia Weidler, plays it.

“Oh, I wish something would happen!” Dinah exclaims to her mother while throwing her hand on her forehead dramatically. “Nothing ever possibly in the least ever happens here!” Plus, it’s perfect foreshadowing for the hijinks that follow.

8. Dexter, a.k.a. Cary Grant, roasts Tracy for her privilege

“It’s astonishing what money can do for people,” C.K. Dexter Haven says about his soon-to-be ex-wife Tracy. “Not too much, you know – just more than enough.” Tracy walks out while he continues.

Katharine Hepburn
Actress Katharine Hepburn | Alfred Eisenstaedt/The LIFE Picture Collection via Getty Images

“Now take Tracy for example. Never a blow that hasn’t been softened for her. Never a blow that won’t be softened,” he says. It’s an interesting commentary on privilege- especially because it comes from someone with quite a bit of privilege himself.

7. Tracy Lord with the wisdom

“The time to make up your mind about people is never.” Tracy gives us this powerful message, reminding us that human beings can always change. It’s never too late in life for anyone to transform for the better, The Philadelphia Story reminds us.

6. Tracy finds out that Macaulay’s father taught English

When Macaulay Connor the writer, played by actor James (or “Jimmy”) Stewart, arrives, Tracy, her mother, and Dinah put on a show of wealth. They speak in French, heighten their politeness to a ridiculous degree, and generally take on the demeanor of rich snobs.

“English history has always fascinated me,” Tracy tells Macaulay after discovering his dad was an English professor. “Cromwell, Robin Hood, Jack the Ripper. Where did he teach? Your father, I mean.” Because, as any good writer knows, there’s never a wrong time for a serial killer reference!

The Philadelphia Story cast
Katharine Hepburn, James Stewart in a scene from the movie The Philadelphia Story| Donaldson Collection/Getty Images

5. Tracy Lord, empathetic mess

“Oh, Dexter, I’m such an unholy mess of a girl,” Tracy says late in The Philadelphia Story. Another Tracy Lord classic that is wholly relatable sixty years after the fact.

Dexter responds, sarcastic as ever: “Well, that’s no good. That’s not even conversation.”

4. Tracy and Macaulay on the inconvenience of love

“It can’t be anything like love, can it?” Macaulay asks Tracy during their romantic night together.

“No, no, it can’t be,” she says.

“Would it be inconvenient?” Macaulay asks.

“Terribly,” Tracy responds.

3. Dexter reads Tracy for her life

The Philadelphia Story cast
Cary Grant and Katharine Hepburn in a scene from The Philadelphia Story | Metro-Goldwyn-Mayer/Getty Images

“You seem quite contemptuous of me all of a sudden,” Tracy says to Dexter in one scene.

“No, Red, not of you, never of you,” he responds. “I’m contemptuous of something inside of you you either can’t help, or make no attempt to; your so-called ‘strength’, your prejudice against weakness, your blank intolerance.” Dexter criticizes Tracy harshly for not being forgiving of flaws in other humans.

He continues:

…you’ll never be a first-class human being or a first-class woman, until you’ve learned to have some regard for human frailty. It’s a pity your own foot can’t slip a little sometime – but your sense of inner divinity wouldn’t allow that. This goddess must and shall remain intact. 

It’s a biting remark–but one that Tracy needs to hear.

2. Macaulay Connor’s passionate declaration

It’s easy to forget that [spoiler alert] Dexter is the one to capture Tracy’s heart at the end of The Philadelphia Story. Especially when the lines Macaulay gives Tracy are so ooey-gooey, heart-eyes-emoji romantic.

“A magnificence that comes out of your eyes, in your voice, in the way you stand there, in the way you walk,” Macaulay gushes about Tracy. “You’re lit from within, Tracy. You’ve got fires banked down in you, hearth-fires and holocausts.”

Katharine Hepburn and James Stewart as Tracy Lord and Macaulay Connor in The Philadelphia Story|
Katharine Hepburn and James Stewart as Tracy Lord and Macaulay Connor in The Philadelphia Story| Silver Screen Collection/Getty Images

“I don’t seem to you made of bronze?” Tracy responds, self-conscious.

“No, you’re made out of flesh and blood,” he says. “That’s the blank, unholy surprise of it. You’re the golden girl, Tracy. Full of life and warmth and delight.” We melt.

1. Our favorite quote from the 1940 movie

At the end of the movie, Tracy and her father prepare to walk down the aisle, so she can marry Dexter. She asks her dad, “how do I look?”

“Like a queen. Like a goddess,” he replies.

“And do you know how I feel?” she asks. “Like a human. Like a human being.”

Movie-ending perfection in one line.