"[After beating FBI Special Agent McCafferty senseless…] See? That's federal property. This isn't. This is L.A. This is my town. Out here you're a trespasser. Out here I can pick you up, burn your house, fuck your wife, and kill your dog. And the only thing that'll protect you is if I can't find you. And I already found you."

"Jennifer Connelly — Allison Pond"

"Daniel Baldwin — FBI Agent McCafferty"

"Andrew McCarthy — Jimmy Fields"

"[Repeated line to Coolidge.] Is that what your psychiatrist told you?"

"John Malkovich — General Thomas Timms"

"This isn't America, Jack. This is L.A."

"Louise Fletcher — Esther"

"Bruce Dern — LAPD Chief Bill Parker"

"Rob Lowe — Flynn's associate"

"Aaron Neville — Nite Spot Singer"

"You're much more intelligent than you appear to be, Lieutenant. Must be a big advantage in your field. In my field, everyone was always so desperate to seem cleverer than they were."

"William L. Petersen — Jack Flynn"

"Kyle Chandler — The Captain"

"I saw your last fight Shawrelle. You spent so much face time on the canvas, you thought the canvas had titties."

"Benito Martinez - Billie's manager"

"Michael Peña - Omar"

"Riki Lindhome - Mardell Fitzgerald"

"Margo Martindale - Earline Fitzgerald"

"Anthony Mackie - Shawrelle Berry"

"Brian F. O'Byrne - Father Horvak"

"Lucia Rijker - Billie "The Blue Bear""

"Mike Colter - "Big" Willie Little"

"Jay Baruchel - Danger Barch"

"Morgan Freeman - Eddie Dupris"

"Clint Eastwood - Frankie Dunn"

"Hilary Swank - Maggie Fitzgerald"

"Girlie, tough ain't enough."

"I want you to jab, right in the tits, until they turn blue and fall off."

"I'm 32, Mr. Dunn, and I'm here celebrating the fact that I spent another year scraping dishes and waitressing which is what I've been doing since 13, and according to you I'll be 37 before I can even throw a decent punch, which I have to admit, after working on this speed bag for a month may be the God's simple truth. Other truth is, my brother's in prison, my sister cheats on welfare by pretending one of her babies is still alive, my daddy's dead, and my momma weighs 312lbs. If I was thinking straight I'd go back home, find a used trailer, buy a deep fryer and some Oreos. Problem is, this the only thing I ever felt good doing. If I'm too old for this then I got nothing. That enough truth to suit you?"

"Anybody can lose one fight, anybody can lose once, you'll come back from this you'll be champion of the world."

"Frankie likes to say that boxing is an unnatural act, that everything in boxing is backwards: sometimes the best way to deliver a punch is to step back... But step back too far and you ain't fighting at all."

"All fighters are pig-headed some way or another: some part of them always thinks they know better than you about something. Truth is: even if they're wrong, even if that one thing is going to be the ruin of them, if you can beat that last bad out of them... they ain't fighters at all."

"To make a fighter you gotta strip them down to bare wood: you can't just tell 'em to forget everything you know , you gotta make 'em forget even their bones... make 'em so tired they only listen to you, only hear your voice, only do what you say and nothing else... show 'em how to keep their balance and take it away from the other guy... how to generate momentum off their right toe and how to flex your knees when you fire a jab... how to fight backing up so that the other guy doesn't want to come after you. Then you gotta show 'em all over again. Over and over and over... till they think they're born that way."

"If there's magic in boxing, it's the magic of fighting battles beyond endurance, beyond cracked ribs, ruptured kidneys and detached retinas. It's the magic of risking everything for a dream that nobody sees but you."

"There's always someone younger and hungrier coming down the stairs after you."

"Carrie Ann Inaba - Goddess dancer"

"Bobbie Phillips - Dee"

"Melinda Songer - Nicky"

"Ungela Brockman - Angie"

"Melissa Williams - Julie"

"Rena Riffel - Penny / Hope"

"Dewey Weber - Jeff"

"Michelle Johnston - Gay Carpenter"