Max, an ex-con drifter with a penchant for brawling is amused by Lion, a homeless ex-sailor, and they partner up as they head east together.

Lion: Hey Max, you heard the story of the scarecrow?
Max Millan: No.
Lion: You think crows are scared of a scarecrow?
Max Millan: Yeah, I think they're scared. Yeah why?
Lion: No, crows are not scared, believe me.
Max Millan: The god damn crows are scared.
Lion: No, crows are laughin'.
Max Millan: Nah, that's bullshit...
Lion: That's right, the crows are laughin'. Look, the farmer puts out a scarecrow, right, with a funny hat on it, got a funny face. The crows fly by, they see that, it strikes 'em funny, makes 'em laugh.
Max Millan: The god damn crows are laughin'?
Lion: That's right, they're laughin' their asses off. And then they say, "Well, that ol' farmer Jo down there, he's a pretty good guy. He made us laugh, so he won't bother him any more."
Max Millan: The god damn crows are laughin'...
Lion: Ohh, they laughin', woooo!
Max Millan: I gotta tell ya somethin', that's the most hare-brained idea I've ever heard.
Lion: It's true, they're laughin' their asses off.
Max Millan: The crows are laughin'... I guess the fish are reciting poetry...
Lion: I guess so.
Max Millan: Uh huh... and the uh, pigs are playin' banjo? And the dogs would be, let's see, uh... playin' hockey. And the uh... the uh...
Lion: Crows are laughin'.
Max Millan: Crows are laughin', right. Ya know, in the joint I've heard some tales, oh boy, golly I've heard some tall tales. But at least those guys had the decency to admit that it was bullshit, you know what I mean? They actually took pride, pride in that it was bullshit. But the crows are laughin' huh? I mean you're not playin' with a full deck man, you got one foot in the grave beyond.
Max Millan: [while introducing Lion to Coley] Ah, Coley this is my associate,Lion.
Coley: It's nice to meet you Lion.
Lion: It's nice to meet you Coley, Max has told me nothing about you.
Max Millan: [at the lunch counter] Gimme a chocolate donut and a bottle of beer.
Lion: Scarecrows are beautiful.
Darlene: [to Max from her bar stool] Shut the door, you big dope. You're lettin' all the smoke out!
Lion: It'll be ladies' night every Monday night of the week! And we'll have... uh...
Bar Patron: Lollipops!
Max Millan: [after car passes] Up yours, you two-bit sonofabitch you!
Lion: [after another car passes] Eat canteloupe, you bellyaching rhinoceros!
Lion: Hey Max, what do you do when it's cold?
Max Millan: I put on more clothes. I'm a cold-blooded bastard, I never get warm enough. I take a little nap after every fight.
Lion: What's with the shoe?
Max Millan: What's with mindin' your own business?
Lion: Boy, some partner I picked.
Max Millan: You didn't pick me, I picked you.
Lion: Why?
Max Millan: 'Cause you gave me your last match. You made me laugh. God damn crows are laughin'...
Lion: The crows are laughin'!
Max Millan: For every car, there is dirt.
Frenchy: And what did you miss most in prison?
Max Millan: [Straight-faced to the sexy Frenchy] Home cooking.
Max Millan: Guess what, I'm a "scarecrow"
Lion: Yeah Max,you're a "scarecrow". You're also an "asshole"
Max Millan: Hey!
Lion: You're also a "scarecrow".
Lion: [First lines] Hi,how you doin'
Lion: A crow isn't afraid of a scarecrow. It laughs.
Lion: It's going to be ladies night every Monday night of the week!
Max Millan: [Lion was beaten almost to death by Riley] Oh my god,what happened?
Lion: Riley tried to fuck me, so I had to beat the shit out of him.

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