After New York City receives a series of attacks from giant flying robots, a reporter teams up with a pilot in search of their origin, as well as the reason for the disappearances of famous scientists around the world.

[last lines]
[instead of taking a picture of the pods falling to Earth, Polly turns and snaps a shot of Joe]
Joe 'Sky Captain' Sullivan: Polly... you...
Polly Perkins: It's all right. You don't have to say anything.
Joe 'Sky Captain' Sullivan: Lens cap.
[after Dex unplugs the Telsa coils that previously electrocuted Dr. Kessler]
Joe 'Sky Captain' Sullivan: Is it safe?
Dex Dearborn: Well, there's only one way to find out.
[Sky Captain and Polly cross the threshold together and are relieved to be unharmed]
Dex Dearborn: I meant throw something.
[Sky Captain and Polly take cover behind a box, which is revealed to be labeled "DYNAMITE']
Polly Perkins: Oh, great... we're safe.
Joe 'Sky Captain' Sullivan: It's a mobile airstrip. Dex had a hand in designing it. It's kind of a secret. You can keep a secret, can't you, Polly?
Polly Perkins: [raising her camera to photograph it] Yeah. I can keep a secret.
[Polly is in a phone booth when the robots invade]
Polly Perkins: Wait a minute. I can see something now coming into sight above the Palisades. They're crossing Sixth Avenue... Fifth Avenue... they're a hundred yards away...
Editor Paley: Polly. Polly!
Polly Perkins: Oh, my God.
Polly Perkins: [after Joe wouldn't let her go back to get her case of film that was in cave that was about to explode] You should've let me go back for my film.
Joe 'Sky Captain' Sullivan: You're right, I should've.
Capt. Francesca 'Franky' Cook: Alert the amphibious squadron!
[to the Mysterious Woman]
Joe 'Sky Captain' Sullivan: Why won't you die?
Polly Perkins: A man came to see me today, a scientist. He was terrified. Said someone was coming for him. I asked him who he was so afraid of and he repeated one name: Totenkopf. He nearly went white when he said it.
Dex Dearborn: Totenkopf. Who is he?
Polly Perkins: He's the invisible man. I've been through every library record twice, looking for anything. I've called every contact I have from Paris to Bangkok. This is the only thing I could dig up. He ran some kind of secret science unit outside of Berlin before the start of World War I. Something called Unit 11. It's been more than 30 years since anyone has spoken his name. Until today.
Joe 'Sky Captain' Sullivan: Naked... you can say it, Polly.
Joe 'Sky Captain' Sullivan: Polly, this may be our last moment together. There's something I need to ask you.
Polly Perkins: Yes, Joe?
Joe 'Sky Captain' Sullivan: Did you cut my fuel line?
Polly Perkins: Damn it! I didn't sabotage your lousy airplane!
Joe 'Sky Captain' Sullivan: Fine.
Polly Perkins: Our last moments on earth and this is all you have to say to me?
Joe 'Sky Captain' Sullivan: Could we just for once die without all this bickering?
Joe 'Sky Captain' Sullivan, Capt. Francesca 'Franky' Cook: Protect the rabbits! Protect the rabbits!
Polly Perkins: You mean you knew this the whole time and you let me think we were going to crash? I thought we were gonna die! You should have said something!
Joe 'Sky Captain' Sullivan: Look, Polly, it was your idea to tag along, not mine. If you can't take it, that's not my fault.
Polly Perkins: [after Joe marked Totenkopf's location on a map] There's nothing there. Are you sure you did it right?
Joe 'Sky Captain' Sullivan: I'm sure. If the old man was right, that's where Totenkopf is now. Dead center in the middle of nowhere.
[marks another spot on the map]
Polly Perkins: What's that point there?
Joe 'Sky Captain' Sullivan: That's where we run out of fuel.
Dex Dearborn: [walks in on Joe aiming a gun at Polly] Oh, great, we all made up!
Polly Perkins: It's only a movie, Mr. Paley. I'll bring you some popcorn.
Polly Perkins: [describing the robot invasion to her editor] They've reached Sixth Avenue. They've reached Fifth Avenue. They're a hundred yards away. Oh, my God.
Polly Perkins: [on Franky Cook] She's some kind of girl.
Joe 'Sky Captain' Sullivan: Yes, I know.
Editor Paley: I don't like it when you smile at me.
Polly Perkins: You don't like my smile?
Editor Paley: I don't like what's behind it!
[repeated line]
Joe 'Sky Captain' Sullivan: Good boy, Dex.
Dex Dearborn: I thought you said this thing was big? Can I have it?
Joe 'Sky Captain' Sullivan: You find out where it came from and I'll buy you one for Christmas.
Polly Perkins: Doctor, you said you knew who was next.
Dr. Jennings: Yes, well... don't you see it? There is only one left.
Polly Perkins: Who? Who is it, doctor?
Dr. Jennings: Me! He's coming for me.
Polly Perkins: Who? Who's coming?
Dr. Jennings: Totenkopf... it's Totenkopf!
Polly Perkins: [while crying] I took a picture of the ground!
Joe 'Sky Captain' Sullivan: It's a dead end. Some short cut!
Polly Perkins: That's... not supposed to be there.
Capt. Francesca 'Franky' Cook: Joseph Sullivan, I was sure you'd be dead by now.
Joe 'Sky Captain' Sullivan: It's good to see you too, Franky.
Capt. Francesca 'Franky' Cook: This had better be important or one of us is in trouble.
Joe 'Sky Captain' Sullivan: It's important.
Capt. Francesca 'Franky' Cook: *What* is *that*?
Joe 'Sky Captain' Sullivan: You be nice. Commander Cook, meet Polly Perkins.
Capt. Francesca 'Franky' Cook: Polly Perkins. I've heard so much about you. It's a pleasure to finally meet the competition.
Polly Perkins: Joe, I wanna ask you something and I want you to tell me the truth. I don't care one way or the other, I swear. I just need to know. The girl in Nanjing was Franky, wasn't it?
Joe 'Sky Captain' Sullivan: Polly...
Polly Perkins: How long were you seeing her?
Joe 'Sky Captain' Sullivan: Look me in the eyes. I never fooled around on you. Never.
Polly Perkins: I sabotaged your plane.
Joe 'Sky Captain' Sullivan: Three months.
Polly Perkins: [after she breaks the window at Dr. Jennings office and unlocks the door] It's open.
Joe 'Sky Captain' Sullivan: This is Sky Captain. I'm on my way.
[Sky Captain flies over the sidewalk where Polly is standing]
Joe 'Sky Captain' Sullivan: Polly.
[Polly snaps a picture of Sky Captain flying overhead]
Polly Perkins: Joe.
Joe 'Sky Captain' Sullivan: Come in, Dex.
Dex Dearborn: Look, whatever you do, don't shoot!
Joe 'Sky Captain' Sullivan: Er... OK!
Dex Dearborn: You shot it, didn't you?
Joe 'Sky Captain' Sullivan: Yes.
Joe 'Sky Captain' Sullivan: [Polly laughs] What?
Polly Perkins: I missed you. Thanks for saving my life today, by the way.
Joe 'Sky Captain' Sullivan: Oh, were you down there?
Polly Perkins: You missed me, too! How nice.
[after Polly's faulty directions nearly crash them into a building]
Joe 'Sky Captain' Sullivan: "Shortcut.' Heh!
Polly Perkins: I got us here, didn't I?
Joe 'Sky Captain' Sullivan: Is it safe?
[Joe and Polly are preparing to take off along with Franky. Polly looks annoyed with Joe]
Joe 'Sky Captain' Sullivan: What?
Polly Perkins: 'Nanjing'?
Joe 'Sky Captain' Sullivan: [shouts] I can't hear you, Polly! You'll have to speak up!
[they take off]
Capt. Francesca 'Franky' Cook: [over the radio] Keep your nose up, Joseph. You always were bad at the short takeoff.
Joe 'Sky Captain' Sullivan: Keep up, Franky. I don't wanna have to come back for you.
Polly Perkins: I thought your takeoff was just fine.
Joe 'Sky Captain' Sullivan: Thank you, Polly.
Polly Perkins: So you heard that, did you?
Capt. Francesca 'Franky' Cook: What have you gotten me into this time, Joseph?
Joe 'Sky Captain' Sullivan: Nothing you can't handle, Franky.
Polly Perkins: It's been three years, Joe. You're not still mad at me, are you? Can't even remember what we were fighting about.
Joe 'Sky Captain' Sullivan: You sabotaged my plane.
Polly Perkins: Right.
Joe 'Sky Captain' Sullivan: I spent six months in a Manchurian slave camp because of you. They were gonna cut off my fingers.
Polly Perkins: Joe, for the last time, I didn't sabotage your damn airplane!
Dr. Totenkopf: Who dares come before me? Who dares enter this place? What has begun cannot be stopped. The time for this world is over.
Polly Perkins: Totenkopf.
Joe 'Sky Captain' Sullivan: Hello, doctor. Why are you doing this?
Dr. Totenkopf: I have been witness to a world consumed by hatred and bent on self-destruction, watched as we have taken what was to be a paradise and failed in our responsibilites as its steward. I know now that the course of human race has set for itself cannot be changed. I am the last desperate chance for a doomed planet. Now, leave this place or die!
Joe 'Sky Captain' Sullivan: What are you doing? You honestly think you're gonna find something more important than every single creature on Earth being led two by two inside a giant rocket ship?
Polly Perkins: I might.
Joe 'Sky Captain' Sullivan: Like what?
Polly Perkins: I'll know when I see it!
Police Sergeant: They've broken through the perimeter. Send reinforcements... send everything you've got!
[first lines]
Hindenburg announcer: Attention. Please prepare for docking procedure.

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