"Corrupt Cop: [Takes some PCP out of a baggie and tastes it] That's PCP! Phenycyclidine. Angel dust! You ever seen what this stuff does to kids? You're looking at 3 to 5 mandatory... Louis!"

"Officer Reynolds: [to Louis] Strip, you little shit, before I tear your ass!"

"[noticing Louis watch her undress] By the way, food and rent aren't the only things around here that cost money. You sleep on the couch."

"He was wearing my Harvard tie. Can you believe it? MY Harvard tie. Like oh, sure, HE went to Harvard."

"I had the most absurd nightmare. I was poor and no one liked me. I lost my job, I lost my house, Penelope hated me and it was all because of this terrible, awful Negro. [sees Billy and attacks]."

"[to Penelope, as he is leaving jail] Those men wanted to have sex with me!"

"[introducing himself] Billy Ray Valentine, Capricorn."

"Hey that's the motherf- I mean... that's the gentleman that had me busted."

"When I was a kid, if we wanted a jacuzzi, we had to fart in the tub."

"[watching cops subduing an unruly suspect] May I suggest using your night stick officer?"

"[after demonstrating some fake karate moves while in jail] That's called the "quart of blood" technique. You do that, a quart of blood will drop out of a person's body."

"[while acting blind and legless] Hey, baby, what's happening? How are ya doing? Once you have a man with no legs, you never go back, baby. I know what you're thinkin'. You seen "Porgy and Bess"? [the woman begins to walk away] We can make it, baby! Me and you!... You BITCH!"

"As my best friend, it is your duty to lie to me."

"Amy Korb - Kelli"

"Wynter Kullman - Holly"

"Pell James - Julie"

"Heather Locklear - Roma Schleine"

"Austin Pendleton - Mr. McConkey"

"Jesse Spencer - Neal Fox"

"Donald Faison - Huey"

"Marley Shelton - Ingrid"

"Dakota Fanning - Lorraine "Ray" Schleine"

"Brittany Murphy - Molly Gunn"

"They're about to teach each other how to act their age."

"Act your age, Not your shoe size."

"It’s a harsh world."

"If you refuse to have a nice time with me, I am going to have fun by myself!"

"(listening to Ray's Mozart music) This sounds like something you'd slit your wrists to!"

"This is so 80's it makes my hair poof!"

"Bonnie Hellman - Karen"

"Leonard Stern - Cessna pilot"

"Bernie Kopell - Opel driver"

"Ryan Seacrest - Host (Host of American Top 40)"

"Julian Scott Urena - Drug Lord (uncredited)"

"Chris Reid - Musician (uncredited)"

"Vinicius Machado - Valet (uncredited)"

"Joshua Harrison - Agent 74 (uncredited)"

"Doby Daenger - Airplane Passenger (uncredited)"

"William Charlton - German Spy (uncredited)"

"Stephen Dunham - Secret Service Commander"