"[Reading Matty's song lyrics to Marion] "Hey, baby, don't be cruel. I'm gonna pick you up and we'll have a date at the pizza parlor. You can have a pizza, and I can have one, too. But you didn't want a pizza, so I said 'So long, babe.'" See that? And you were worried that he was going to be a songwriter."

"Mare Winningham - Modeena Dandridge"

"Allen Garfield - Cal van Damp"

"Lou Reed - Steve Kunelian"

"Blair Brown - Marion Levin"

"Harry Shearer - Bernie Wepner"

"Steve Gadd - Danny Duggin"

"Paul Simon - Jonah Levin"

"Rip Torn - Walter Fox"

"Joan Hackett - Lonnie Fox"

"Michael Pearlman - Matty Levin"

"Tony Levin - John Dibatista"

"Daniel Stern - Hare Krishna"

"See, it's not that we don't want to have our heart torn out, it's just that we're trying to make a ballsy record here."

"Well, what do you expect? "A grown man living in a kid's world." What do you think I'm doing out there? Cashing in my E tickets for a ride through the Magic Kingdom? You think I'm playing my gigs in The Haunted House?"

"Richard Tee - Clarence Franklin"

"Tom Irwin - Reverend Ansley"

"Gena Rowlands - Jeanette Rasnick"

"Joan Jett - Patti Rasnick"

"Cherry Jones - Cindy Montgomery"

"Jason Miller - Benjamin Rasnick"

"Michael Rooker - Oogie"

"Michael Dolan - Gene Bodine"

"Music is all that matters. One hour on stage makes up for the other 23."

"[during a fight with her brother Joe] You really ought of start your own band. Call it The Attitudes."

"Smittie: [Joe pays Smittie for some tools Patti stole from his brother-in-law] I like you, you're all right. You've got real family loyalty. Too bad your sister ain't worth it!"

"Michael McKean - Bu Montgomery"

"Billy L. Sullivan - Benji Rasnick"

"Michael J. Fox - Joe Rasnick"

"Thomas G. Waites - Smittie"

"Heather Hanson - Hairdresser"

"Anders Hedman - Max (K)"

"Tom Arnold (actor) - Mr. Lewis"

"Amy Smart - Naomi"

"Dey Young - Mrs. Lewis"

"Riley Smith - Jake"

"Samm Levine - Roger"

"Brooke Dillman - Biology / Health Teacher"

"Tony Denman - Fred"

"Erik von Detten - Deacon"

"Daniel Farber (actor) - Mat"

"[Deacon's parents lie in bed watching a porn video, when their own portrait shows up in the background]"

"[Deacon narrates following a non-chronological flashback, in which a porn producer kidnapped him and his friends and physically threatened them]"

"[Fading in to a class trip to the zoo. The class stares down at a dolphin tank. Due to the humidity around the tank, the nipples of the large breasted older teacher are even more noticeably pokey than before]"

"Sarah-Jane Potts - Ashley"

"Daniella Evangelista - Wendy"

"Wesley Snipes - Willie Mays Hays"

"Charlie Sheen - Rick Vaughn"

"Rene Russo - Lynn Wells"