Henry Spencer (Jack Nance) is a vacationing printer who lives alone in a small apartment.
Mary X (Charlotte Stewart) is Henry's girlfriend.
Mr. X (Allen Joseph) and Mrs. X (Jeanne Bates) are Mary's parents. Mr. X / Bill is a pipe-fitter.
The Beautiful Girl Across the Hall (Judith Anna Roberts) lives in the apartment across from Henry's.
The Lady in the Radiator (Laurel Near) appears to Henry in several visions.
The Man in the Planet (Jack Fisk) is seen manipulating mechanical levers while observing Henry through a window at the beginning of the film. Grandmother (Jean Lange)
The Boy (Thomas Coulson)
Bum (John Monez)
The Boss (T. Max Graham)
Pencil Machine Operator Hal Landon Jr.
Landlady (V. Phipps-Wilson : cut from the DVD)
Little Girl (Jennifer Lynch : cut from the DVD)
Little Boy (Brad Keeler : cut from the DVD)
Person Digging in the Alley (Peggy Lynch : cut from the DVD)
Person Digging in the Alley (Doddie Keeler : cut from the DVD)
Man with Cigar (Gill Dennis : cut from the DVD)
Man Fighting (Toby Keeler : cut from the DVD)
Mr. Roundheels (Jack Walsh : cut from the DVD)

Transcribed from the DVD :
After you've watched the movie a couple of times you'll know the dialogue by heart, the scenes, and who said what.

THE DIALOGUE

Girl Across the Hall : Are you Henry?

Henry : Yes.

Girl Across the Hall : Girl named Marry called on the pay-phone. Said she's at her parents and you're invited to dinner.

Henry : Oh, yeah? Thank you very much.

Mary : You're late, Henry.

Henry : I didn't know if you wanted me to come or not. Where have you been? You never come around anymore !

Mary : Dinner's almost ready. Come on in.

Mrs. X : Hello there.

Henry : Hello. I'm very pleased to meet you.

Mrs. X : Sit down. It's Henry, isn't it?

Henry : Yes.

Mrs. X : Mary tells me you're a very nice fellow. What do you do?

Henry : Oh, I... I'm on vacation.

Mrs. X : What did you do?

Henry : Oh, I'm sorry. Well, I work at Lapell's factory. I 'm a printer.

Mary : Henry's very clever at printing.

Mrs. X : Yes, he sounds very clever.

Mr. X : I thought I heard a stranger. We've got chicken tonight. Strangest damn things. They're man-made. Little damn things, smaller than my fist. But they're new. I'm Bill.

Henry : Hello, I'm Henry.

Mrs. X : Henry is at Lapell's factory.

Mr. X : Printing is your business, ha? Plumbing is mine. 30 years. I've seen this neighborhood change from pastures to the hell hole it is now! I put every damn pipe in this neighborhood.

Mary : Dad!

Mrs. X : Bill !

Mr. X : People think pipes grow in their homes. But they sure as hell don't. Look at my knees. Look at my knees!

Mrs. X : Bill !

Mr. X : Are you hungry?

Mrs. X : Bill !

Mr. X : The girls had heard this before... 14 years ago, I had an operation on my arm here. Doctors said I won't be able to use it. But what the hell do they know, I said. And I rubbed it for a half hour every day and I got so I could move it a little... And I got... so I could turn a faucet and pretty soon I had my arm back again. Now I can't feel a damn thing in it. All numb... I'm afraid to cut it, you know. Mary usually does the carving but maybe tonight you'll do it, Henry. All right with you?

Henry : Of course. I'd be happy to. I just... cut'em up like regular chickens?

Mr. X : Sure, just cut them up like regular chickens.

Mr. X : It'll be all right in a minute.

Mary : Excuse me.

Mr. X : Well Henry, what do you know?

Henry : Oh, I don't know much of anything.

Mrs. X : Henry, may I speak to you a minute? Over here. Did you and Mary have sexual intercourse?

Henry : Why?

Mrs. X : Did you?

Henry : Why are you asking me this question?

Mrs. X : I have a very good reason. But now I want you to tell me.

Henry : I... I'm very... I love Mary.

Mrs. X : Henry, I asked you if you and Mary had sexual intercourse.

Henry : I... I don't think it's any of your business.

Mrs. X : Henry!

Henry : Sorry.

Mrs. X : You're in very bad trouble if you won't cooperate.

Henry : Well... I... Mary!

Mary : Mother!

Mrs. X : Answer me!

Henry : I'm too nervous.

Mrs. X : There's a baby. It's at the hospital.

Mary : Mom!

Mrs. X : And you're the father.

Henry : That's impossible... It's only been...

Mary : Mother, they're still not sure it is a baby.

Mrs. X : It's premature, but there's a baby. After the two of you are married which should be very soon, you can pick the baby up.

Mary : Mom, he's got a nose bleed.

Mrs. X : I'll get ice.

Mary : You don't mind, do you, Henry? I mean about getting married?

Henry : No!

Mr. X : This dinner is getting mighty cold.

Mary : Is there any mail?

Henry : No.

Mary : Shut up! Shut up! I can't stand it. I'm going home.

Henry : What are you talking about?

Mary : I can't even sleep. I'm loosing my mind. You're on vacation now. You can take care of it for a night.

Henry : Will you come back tomorrow?

Mary : All I need is a decent night's sleep.

Henry : Why don't you just stay home?

Mary : I'll do what I wanna do. And you better take real good care of things while I'm gone.

Henry : Oh, you are sick...

Henry : Move over. Move over. Move over!

Girl Across the Hall : I locked myself out of my apartment. And it's so late. Where's your wife?

Henry : She must've gone back to her parents, again. I'm not sure.

Girl Across the Hall : Can I spend the night here?

Lady in the Radiator :
In heaven everything is fine
In heaven everything is fine
In heaven everything is fine
You've got your good things
and I've got mine
In heaven everything is fine
In heaven everything is fine
In heaven everything is fine
You've got your good things
and you've got mine
In heaven... everything is fine.

The Boss : Okay, Paul !  Hi ya sonny... What've you got there? Counter, Paul !

Pencil Machine Operator : It's okay.