"The Institute's code of honor is a simple one. A cadet will not lie, cheat, steal, nor tolerate those who do. It is a simple code, but it is a stern code. There are no second chances here. One is either an honorable man or one is not! And the Institute does not forgive. Make no mistake, gentlemen. Life here is hard. But the Institute's unique system produces a superior breed of man. One this country needs now, more than ever. Because America is fat, gentlemen. America is fat! Sloppy! Immoral! And she needs men of iron to set her on the right path again. America needs Institute men! Men you are not now. But for those of you who have the courage to remain- men you shall become."

"[in a voicemail to Peter] Peter? I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero... and I love you!"

"Andrew Garfield as Peter Parker / Spider-Man"

"Emma Stone as Gwen Stacy"

"You're a lot like your father. You really are, Peter. And that's a good thing! But your father lived by a philosophy - a principal, really. He believed that if you could do good things for other people, you had a moral obligation to do those things! THAT'S what's at stake here; not choice...responsibility."

"Poor Peter Parker. No mother, no father, no uncle. You're all alone."

"[from trailer, Peter finds an old satchel in a closet] I forgot all about that thing. It was your dad's..."

"Rhys Ifans as Dr. Curt Connors / Lizard"

"William Hope - Senior"

"Listen, uh, I don't have that much education, Peter. You know that. Hell, I even had to stop helping you with your homework when you were ten. What I'm trying to say is, I know it's been rough for you without your dad, and I know we don't talk much about him. I wish I could change it, but I can't."

"You stopped me once. You will not stop me again. I'm getting stronger everyday!"

"Nowhere to hide, Peter!"

"All these souls, lost and alone, I can save them, I can cure them! There's no reason to stop me Peter!"

"Denis Leary as Captain George Stacy"

"Mark Breland - Pearce"

"John Lavachielli - Mark Santoro"

"G.D. Spradlin - General Bentley Durrell"

"Michael Biehn - Cadet Lieutenant Colonel John Alexander"

"Mark Lindsay Chapman as John Lennon"

"Lindsay Lohan as Jude Hanson"

"Judah Friedlander as Paul Goresh"

"Hey, John! [two loud pops are heard and Yoko stars screaming]"

"I'm too vulnerable for a world full of pain and lies."

"Everyone needs something, to find something. Everyone is cracked and broken. You have to find something to fix you, to give you what you need, to take you away and make you whole."

"I flew all the way across the ocean from Hawaii, and it is an honour to meet you, Mr. Lennon. [shaking five-year-old Sean Lennon's hand]"

"This is not a coincidence."

"I *am* Holden. [staring at himself in the mirror]"

"No one can survive becoming a legend."

"I knew I was gonna do something big, I just didn't know if it was good or bad."

"I am gonna kill John Lennon [whispering into the phone]."

"I'll tip her well if she doesn't talk. [ordering a prostitute]"

"Take me somewhere nice. Not too expensive, just nice."

"I believe in Holden Caulfield. And in the book, and what he was saying, what he was saying to a lost generation of phony people."

"He came to New York to meet John Lennon...and the world changed forever."

"I could feel it in my bones, that I'd never see this hotel room again."

"Jared Leto as Mark David Chapman"

"Randle Mell - The Alley Baron"

"Shaun Baker - Rocstar"

"Mary-Louise Parker - Dee"

"Alfre Woodard - Jane"

"Jeremy Sisto - Roberto"

"Steve Martin - Davis"

"Kevin Kline - Mack"

"Danny Glover - Simon"

"Tina Lifford - Deborah"

"Mary McDonnell - Claire"

"I can't make another piece of art that glorifies violence and bloodshed and brutality. I can't contribute another stone to this landslide of dehumanizing rage that has swept across this country like a pestilence."