- For the episode, see Threat Level Midnight.
- See also: Full transcript on transcripts.foreverdreaming.org
- Michael: After three years of writing, one year of shooting, four years of re-shooting and two years of editing, I have finally completed my movie, Threat Level: Midnight.
- Dwight: I play Samuel, Michael Scarn's robot butler. I wanted Samuel's voice- [robot impression] to be like this! [normally] But Michael thought that Samuel should be a very advance android, almost indistinguishable from a real person.
- Michael: Dwight does not play a robot.
- Darryl: I gave up a lot of weekends because I thought it'd be good for my daughter to see a black man as president. Even in a silly home movie. What a stupid waste of time.
- Kevin: [as a hostage] Don't you guys get it? Nobody's coming for us.
- Goldenface: [Jim, with his face painted with metallic gold paint] Oh someone's coming alright, the only man who would care. [Goldenface turns in his chair, holding a golden gun] Michael Scarn. See I'm gonna lure him here, then I kill everybody, then... I'm gonna dig up Scarn's dead wife, and I'm gonna hump her real good! [malicious, deep laughter]
- Jim: I did not love the dialogue. Or the character. I took the role to impress a receptionist who will remain nameless.
- Ryan: On your marks, get set...
- Goldenface: Die!
- Michael: Congratulations.
- Oscar: Hey, you came in second. Not bad either.
- Michael: I am sorry that I have to do this... [starts choking Oscar to death with an American flag]
- Oscar: Huh...[muffled screaming as he slowly chokes, and eventually dies]
- Michael: I'm so sorry. I'm so sorry. [Oscar blinks twice]
- Dwight: He cut the part where my circuit board malfunctioned! What was the point of spilling the drink on me?
- Pam: You have to let us go Goldenface! We have families!
- Goldenface: Ha! This is gonna show them [cocks his golden gun] that I mean business. See ya! [points gun to Toby the hostage's head, shoots and Toby's fake head explodes, the shot is shown repeatedly]
- Michael: By far and away, the most expensive shot in the movie. But, it was integral to the story.
- Goldenface: Sorry about your friend, Scarn!
- Michael: The joke's on you, Goldenface, that man was a wanted animal rapist.
- Samuel: We've searched the whole building, Goldenface, where is the bomb?
- Goldenface: Hm?
- Samuel: We've searched the whole building, Goldenface, where is the bomb?
- Goldenface: Hm?
- Samuel: We've searched the wh- okay...
- Michael: Hey Goldenface.
- Goldenface: Yeah?
- Michael: Go puck yourself!
- Michael: It'll take a lot more than a bullet to the brain, lungs, heart, back, and balls to kill Michael Scarn.
- Karen: Ever banged an entire bachelorette party, baby? [winks]
- Karen: [talking head] Why are you singling my line out, like, a million years later?
- Todd Packer: [as a drunken man in the bar] If doing The Scarn is gay, then I'm the biggest queer on Earth!
- Michael: No, no. Holly, this isn't Ocean's Eleven, where you get together with all your friends and just have fun and don't care about how it turns out. What'd you really think, honestly.
- Holly: Uhm...
- Michael: Is it, is it because you're afraid of where this is gonna take me? See, because I need you... to keep me grounded.
- Holly: Not worried about that.
- Michael: [angrily] It was eleven years, okay? This has been my dream for eleven years, and if you don't think it's great than you're basically saying that you don't believe in my dream.
- Holly: Wha- It's your dream and you never even mentioned it before!
- Michael: I talk about a lot of things, Holly! I was eventually gonna get around to my dream! Obviously! Eleven years I could've been working on the Scarn Nebulus.
- Holly: Well why do you have to make a movie at all?
- Michael: Because, if I don't have this, what do I have? I have nothing.
- Holly: Really, you can't think of anything else that you might have?
- Michael: I have my book on business, Somehow I Manage. I have my HBO comedy special, Here I Go Again dot-dot-dot. But you know what? When I think about it, when I really think about it, none of those things are as real to me as my movie.
- Holly: I'm real.
- Michael: Yeah, you're a real pain in the ass. And I'm gonna go watch the movie with people who think it's great! And I'm sorry I called you a pain in the ass, I'm angry, and I love you.
- Holly: I love you too.
- Cherokee Jack: I want you to take all of your frustrations, with women, the system, with everything. Take it out on the puck. All on the puck.
- Michael: Oh yeah, I guess I did let him be a robot.
- Narrator: [in Stanley's voice, a chair is shown with a gray haired head sticking above it] Well, Michael Scarn was back in the game. And I bet you're wondering why do I know so much about Michael Scarn. [the chair revolves to show Michael Scarn, gray haired, talking with Stanley's voice] Well because I AM Michael Scarn. [applause]
- Andy: [rapping to a montage of scenes in the movie] Ahhhh, yeah! Threat Level Midnight! Makes all the girlies feel alright! From Madonna to Madelyn Allbrite, Threat Level Midnight! It's a threat, a level, a level level threat. He's the greatest hockey-star I ever seen yet. Threat Level what? Midnight! Threat Level who? Michael Scarn! Threat Level why? Apartheid! Gotta fight it, Free Mandela! Peace I'm out!
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