"Herb's an interesting guy. He used to be kind of, uh... dishonest: shakedown artist, strong arm. Someone sent him to collect money from me just when I needed an inexpensive actor. Isn't it fun to know these things about your favorite stars?"

"[to theater staff] I know some of you have never been in the motion picture business before, and some of you have been at it a long time. But I want all of you to look at the faces out here during this picture. There's gonna be room in their heads for only one thought: "Don't let it get me!" They know we can't hurt 'em, but they're still gonna be scared half to death. And all of you, when you thread the projector, when you tear the tickets, when you sell the jujubes, you're all a part of it. And just when it gets the worst, when they're sitting there and their hearts are going like trapped animals out here in the dark, we save them. And they say, "Hey, it's all right! Thank God! Hey, can I see that again?" P.S., No, they can't. We clear between shows."

"Lucy Butler — Rhonda"

"Dr. Flankon: [to Carole] Young lady, human/insect mutation is far from an exact science."

"A comedy that will raise your spirits and keep you laughing."

"She Had All The Answers... Until Now!"

"Denis Leary - Mr. Beal"

"Meeting your best friend. Finding your favorite teacher. Having your first crush. Remember what it felt like to be..."

"First kisses. Outrageous pranks. A teacher with a killer fastball. To survive this year, Joshua Beal will have to stay..."

"Mrs. Beal: [waking him] Joshua. Joshua. Joshua, please, you're a 5th grader today, you're almost a man."

"Rosie O'Donnell - Sister Terry"

"Dana Delany - Mrs. Beal"

"My name is Joshua A. Beal. I live in Philadelphia, Pennsylvania. And I believe two things. Not all angels have wings. And sixth grade's got to be easier than this."

"Those are the kids in my class. Kids in uniforms don't smile very much."

"Sister Terry: Joshua, why do you feel the need to do these things?"

"[looking across into girls' play yard] I don't know why they put this fence up. Why would anyone want to go over there, anyway?"

"Before this year, bullies were just bullies for no reason, weirdos were just weird, and daredevils weren't afraid of anything. Before this year, people I loved lived forever. I spent this year looking for something and wound up seeing everything around me. It's like I was asleep before and finally woke up. Know what? I'm wide-awake now."

"Timothy Reifsnyder - Dave O'Hara"

"Joseph Cross - Joshua A. Beal"

"Vicki Giunta - Sister Beatrice"

"Robert Loggia - Grandpa Beal"

"Camryn Manheim - Sister Sophia"

"Julia Stiles - Neena Beal"

"Matt West - Bobby Mills"

"Janet Jones - Judy Monroe"

"Pam Klinger - Maggie Winslow"

"Charles McGowan - Mike Cass"

"Michelle Johnston - Beatrice Ann "Bebe" Benson"

"Audrey Landers - Val Clarke"

"Nicole Fosse - Kristine Evelyn-DeLuca"

"Justin Ross - Greg Gardner"

"Vicki Frederick - Sheila Bryant"

"Blane Savage - Don Kerr"

"Jan Gan Boyd - Connie Wong"

"Yamil Borges - Diana Morales"

"Gregg Burge - Richie Walters"

"Cameron English - Paul San Marco"

"Tony Fields - Al DeLuca"

"One singular sensation."

"Michael Douglas - Zach, choreographer"

"Alyson Reed - Cassie"

"Every audition, I would dance rings around the other girls and I'd wind up in the alley with the other rejects. Until one day, after an audition, I swiped my dance card. And on a scale of 1 to 10 they gave me for dance: 10, for looks: 3. Well. [singing] Dance 10, Looks 3, And I'm still on unemployment, Dancing for my own enjoyment, That ain't it, kid, That ain't it, kid. Dance 10, Looks: 3, Is like to die. Left the theater, And called the doctor for my appointment to buy: Tits and ass, bought myself a fancy pair, Tightened up the derriere, Did the nose with it, All that goes with it, Tits and ass, Had the bingo-bongos done, Suddenly I'm getting national tours, Tits and ass, Won't get you jobs, Unless they're yours. Didn't cost a fortune, neither, Didn't hurt my sex life, either..."

"I couldn't catch a ball if it had Elmer's Glue on it. And wouldn't my father have to be this big ex-football hero. Well, he was so humiliated, he didn't know what to tell his friends, so he told them all I had Polio. On Father's Day, I used to limp for him."

"I would always try to find ways to kill myself, but then I realized to commit suicide in Buffalo is redundant."

"Terrence Mann - Larry, assistant choreographer"

"[singing] Who am I anyway? Am I my resume? That is a picture of a person I don't know, What does he want from me? What should I try to be? So many faces all around and here we go, I need this job, Oh God, I need this show."

"I'm going to ask you some questions. What I want to know is details about yourself. Things you're proud of, things you're ashamed of. So if anybody can't handle it and wants to leave, right now is the time to make up your mind."

"Dammit, now can't ANYBODY up there hear me! Just let your hair down! Can't you talk? All of you, just talk, to me, to each other!... Jeez!"

"Molly Mueller as the Lohan double"

"Let me explain what I'm doing. This is not gonna be like other auditions. I'm looking for a strong chorus... people who can work together as a group - but I'm going to try to shake you up, see who you really are. We've got some small but important parts to be played by people in the chorus. Since I need great dancers, I can't expect you all to be great actors. So I don't want anybody to try to act. You understand? Just to be exactly who you are, which is just as important to me as how well you dance."