"I saw then that my father's only fear was that his son would follow the same road. And that was the last time I ever held a gun. People always thought I grew up on a farm. And I guess, in a way, I did. But I lived a lifetime before that, in those six weeks on the road in the winter of 1931. When people ask me if Michael Sullivan was a good man, or if there was just no good in him at all, I always give the same answer. I just tell them... he was my father."

"Stephen Uys - Victor Lemley"

"Ambition without knowledge is like a boat on dry land."

"Ellia Thompson - Serena Slocum"

"Will Kempe - Rick Von Sloneker"

"Bryan Leder - Fred Neff"

"Isabel Gillies - Cynthia McLean"

"Dylan Hundley - Sally Fowler"

"Allison Parisi - Jane Clark"

"Taylor Nichols - Charlie Black"

"Chris Eigeman - Nick Smith"

"Edward Clements - Tom Townsend"

"Carolyn Farina - Audrey Rouget"

"Finally... A film about the downwardly mobile."

"Man at Bar: You go to a party, you meet a group of people, you like them and you think "These people are going to be my friends for the rest of my life". Then you never see them again. I wonder where they go. We simply fail without being doomed. I'm not destitute. I've got a good job that pays decently. It's just that it's all so mediocre, so unimpressive. The acid test is whether you take any pleasure in responding to the question "What do you do?". I can't bear it. You start out expecting something much more, and some of your contemporaries achieve it. You start reading about them in the papers or seeing them on TV. That's the danger of midtown Manhattan - running across far more successful contemporaries. I try to avoid them whenever I can. But when I can't, they're always friendly. But inevitably they ask what am I doing - or think it."

"[to Serena Slocum] I haven't been giving you the silent treatment. I just haven't been talking to you."

"Playing strip poker with an exhibitionist somehow takes the challenge away."

"The most important thing to realize about parents is that there is absolutely nothing you can do about them."

"It's a tiny bit arrogant of people to go around worrying about those less fortunate."

"Rick Von Slonecker is tall, rich, good-looking, stupid, dishonest, conceited, a bully, liar, drunk and thief, an egomaniac, and probably psychotic. In short, highly attractive to women."

"But, unlike you, I've always assumed I'd be a failure anyway. That's why I plan to marry an extremely rich woman."

"I'm not sure if you realize this, but these girls are at a very vulnerable point in their lives. All of this is much more emotional and difficult for them than it is for us. They're on display. They have to call the guys up and invite them as escorts. And preppy girls mature socially much later than others do."

"Halley Feiffer - Sophie Greenberg"

"Eli Gelb - Jeffrey"

"Henry Glovinsky - Lance"

"Adam Rose - Otto"

"Anna Paquin - Lili"

"David Benger - Carl"

"William Baldwin - Ivan"

"Never trust spiritual leader who cannot dance."

"Jesse Eisenberg - Walt Berkman"

"Laura Linney - Joan Berkman"

"Jeff Daniels - Bernard Berkman"

"Owen Kline - Frank Berkman"

"Joint Custody Blows."

"Frank Berkman: Across the park? Is that still Brooklyn?"

"Jeffrey: She could probably move her pussy muscles just the right way so you blow your load in like seconds."

"Walt Berkman: It's like... we were pals then... we'd do things together... we'd look at the knight armor at the Met. The scary fish at the Natural History Museum. I was always afraid of the squid and whale fighting. I can only look at it with my hands in front of my face."

"You're being a shit, Walt!"