"There was no battle of egos, just a little discussion about technique. Peter loved to improvise, but Boris did not. Boris pointed out he was a classically trained actor who learned his lines from the script and came prepared to deliver them as written. "It puts me off," he told me of Peter's improvisations."

"Aaron Saxon - Gort"

"William Baskin - Grimes"

"Connie Wallace - Maid"

"Jack Nicholson - Rexford Bedlo"

"Olive Sturgess - Estelle Craven"

"Hazel Court - Lenore Craven"

"Boris Karloff - Dr. Scarabus"

"Peter Lorre - Dr. Adolphus Bedlo"

"Vincent Price - Dr. Erasmus Craven"

"[quoting from Poe's poem] Once upon a midnight dreary, while I pondered, weak and weary, Over many a quaint and curious volume of forgotten lore. While I nodded, nearly napping, suddenly there came a tapping, As of some one gently rapping, rapping at my chamber door. "'Tis some visitor," I muttered, "tapping at my chamber door. Only this and nothing more.""

"Huey Lewis - Vern Miller"

"Wouldn't it be a trip if Alex Trebek bought a nude painting of me?"

"I hate L.A. All they do is snort coke and talk."

"[talking on sex hotline] Oh! I can feel your balls up against my ass!"

"Don't you want me to lick your balls for you?"

"Child: [walks in on his parents having sex] Silly daddy, sleeping on mommy."

"Short Cuts raises the roof on America."

"From two American masters comes a movie like no other"

"Andie MacDowell - Ann Finnigan"

"Bruce Davison - Howard Finnigan"

"Julianne Moore - Marian Wyman"

"Matthew Modine - Dr. Ralph Wyman"

"Anne Archer - Claire Kane"

"Fred Ward - Stuart Kane"

"Jennifer Jason Leigh - Lois Kaiser"

"Chris Penn - Jerry Kaiser"

"Lili Taylor - Honey Piggot Bush"

"Robert Downey Jr. - Bill Bush"

"Madeleine Stowe - Sherri Shepard"

"Tim Robbins - Gene Shepard"

"Lily Tomlin - Doreen Piggot"

"Tom Waits - Earl Piggot"

"Frances McDormand - Betty Weathers"

"Peter Gallagher - Stormy Weathers"

"Annie Ross - Tess Trainer"

"Lori Singer - Zoe Trainer"

"Jack Lemmon - Paul Finnigan"

"Lyle Lovett - Andy Bitkower"

"Buck Henry - Gordon Johnson"

"Charles Rocket - Wally Littleton"

"Michael Beach - Jim Stone"

"I am Ripper... Tearer... Slasher... Gouger. I am the Teeth in the Darkness, the Talons in the Night. Mine is Strength... and Lust... and Power! I AM BEOWULF!"

"I will kill your monster!"

"Face your demons"

"Survival is ruthless."

"Evil breeds pain."

"There have been many a brave men come to taste my lord's mead. And who have promissed to rid us of our night-man. But in the morning, there was nothing left but blood to be cleaned from the floor... and the benches... and the walls."

"Are you the one they call Beowulf? Such a strong man you are. A man like you could own the greatest tale ever sung. Beowulf... lay with me. Give me a son, and I shall make you the greatest king that ever lived. This... I swear..."

"She's not my curse, not anymore."