"[Outside with Jerome in the campus quad and Bardo observes a girl across from them] The only trouble with that is: all those beatnik chicks are totally insane. Look. What you really want is a nice, innocent, suburban girl. Some freshman chick who hasn't been corrupted yet."

"John Malkovich as Professor Sandiford"

"Jack Ong as Professor Okamura"

"Monika Ramnath as Flower"

"Shelly Cole as Filthy-Haired Girl"

"Michael Shamus Wiles as Donald Baumgarten"

"Matt Keeslar as Jonah"

"Paul Collins as Professor David Zipkin"

"Marc Vann as Kevin"

"Ozman Sirgood as Dad Platz (as Osman Soykut)"

"Now I don't have any particular wisdom to impart to you people, except to say this, these four words - don't have unrealistic expectations. If you want to make money, better drop out right now, go to banking school, or website school - anywhere but art school. And remember, only 1 out of 100 of you will ever make a living as an artist."

"[Holding up clay pipe] This is ready for the kiln."

"Nympho: [To Jerome] I just want you to know I definitely don't have AIDS. I mean, I've been tested like 40 times so I know for a fact. [Baby starts crying] Keep the fucking kid quiet, you motherfucking asshole! [To Jerome] It's just my old man."

"Sophia Myles as Audrey"

"Nick Swardson as Matthew"

"Adam Scott as Marvin Bushmiller"

"Scoot McNairy as Army-Jacket"

"Jeremy Guskin as Eno"

"Jeanette Brox as Shilo"

"Finneus Egan as Vegan"

"Jean St. James as Mom"

"Cristen Coppen as Preppy Girl"

"[As a child dressed as Pablo Picasso] I am a genius. I am the greatest artist of the twentieth century. I pretty much invented modern art, and I do weird abstract paintings even though I could paint totally realistic if I wanted to. Also, even though I am super short and bald, I am able to have sex with any beautiful woman I want just because I'm so great."

"I've gotta cream soma kinda love story into this thing man. Skanks, make up fifty per cent of the audience"

"Lauren Lee Smith as Beat Girl"

"Travis Walck as Richard Natwick"

"[In beatnik girl's apartment with her crying] How about pizza? Do you wanna go get pizza? [She screams at him, then starts laughing then resumes crying]"

"Chris McKenna as Mikey (as Chris L. McKenna)"

"Roxanne Day as Jonah's Wife - Marie"

"Roxanne Hart as Mom Platz"

"Man, if she were my girlfriend, I'd be pounding that night and day."

"Now, everyone don't be so hard on Jerome. He is attempting to achieve the impossible. He is trying to sing in his own voice using someone else's vocal cords."

"The history of art is largely about the implementation of masculinity.That is such bullshit.Part of some Darwinian imperative. Most artists become artists because they have no way to attract a mate. I hardly think I'm the first to point out that the vast preponderance of artists are, shall we say physiologically deficient in some way."

"Jerome, are you exceptionally skilled as a cocksucker? It wasn't a rhetorical question. Are you a great artist when it comes to fellatio?"

"I know you're a genius, but I'm a genius too."

"Shut up. Look. There's really only one question any of you want to ask: you want to know what it would take to turn you into me. Well, listen closely, 'cause I'm gonna give you the answer. In order to be a great artist, you simply have to *be* a great artist. There's nothing to learn. So... you're all wasting your time. Go home."

"Jerome's date girl: [Playing with stuffed animals with Jerome in her apartment] Stay out of that cave, Koala Bear. There's snakes and bats. Don't be silly, Pepper. I'm not afraid of a little snake."

"Max Minghella as Jerome"

"Ethan Suplee as Vince"

"Joel David Moore as Bardo"

"Anjelica Huston as Art History Teacher"

"Michael Lerner as Art Dealer"