"[to Will] I only got one rule. One rule only: you're gonna do something, you do it right. You don't know how to do it, you ask me, all right? Likewise, if you need anything from me, you'd better speak up. 'Cause, uh, you're the conductor. Once we get our freight, it's your train; I'm just the guy driving it."

"[to Will] You are a funny guy. Well-trained, but funny."

"This ain't training. In training, they just give you an F. Out here, you get killed."

"This is Will Colson, [the] conductor. I'm letting you know we're going to run this bitch down."

"Denzel Washington as Frank Barnes"

"Chris Pine as Will Colson"

"Rosario Dawson as Connie Hooper"

"Lew Temple as Ned Oldham"

"Ethan Suplee as Dewey"

"Kevin Dunn as Oscar Galvin"

"Kevin Corrigan as Scott Werner"

"T. J. Miller as Gilleece"

"Jessy Schram as Darcy Colson"

"David Warshofsky as Judd Stewart"

"Victor Gojcaj as Groundman"

"Meagan Tandy and Elizabeth Mathis as Maya and Nicole Barnes"

"Ryan Ahern as Ryan Scott"

"Aisha Hinds as Railroad Safety Campaign Coordinator"

"Jeff Wincott as Jesse Colson"

"Lindsay Sloane - Marnie"

"Mike Vogel - Jack"

"Nate Torrence - Devon"

"T. J. Miller - Wendell a.k.a. Stainer"

"Krysten Ritter - Patty"

"Alice Eve - Molly McCleish"

"Jay Baruchel - Kirk Kettner"

"When she's this hot, You get one shot."

"It'll all add up March 12"

"How can a 10 go for a 5?"

"Sharon Maughan - Mrs. McCleish"

"Trevor Eve - Mr. McCleish"

"Jessica St. Clair - Debbie"

"Geoff Stults - Cam Armstrong"

"Hayes MacArthur - Ron"

"Kyle Bornheimer - Dylan Kettner"

"Adam LeFevre - Mr. Kettner"

"Debra Jo Rupp - Mrs. Kettner"

"Jasika Nicole - Wendy"

"Kim Shaw - Katie McCleish"

"What would you do to get out of debt?"

"Lester: [To Zack in the kitchen] Don't know what a Dutch rudder...? All right, you grab your dick, then you have someone else work your arm. Here, let me show you. All right, grab my arm. I'm grabbing my dick, you're grabbing my arm. Now work it. Work my arm. See that shit? Work it up and down. It's like someone else is jerking you off. Okay. There's the double Dutch rudder, which, I grab my dick, you grab your dick, you work my arm, I work your arm, same time. It's like jerking off together but not gay. We're not touching dicks, each other's dicks anyway. I'm touching my own dick. You're working it, and I'm loving it. It feels good, sir. Try me, come on."

"Deacon: [After getting covered in Stacey's feces during an anal sex scene] Can you believe this shit?! That chick frosted me like I was a fucking cake!"

"Mr. Surya: I hate you ebony and ivory motherfuckers!"

"Brandon: [To Bobby] I will be patient with you. I will be there on your journey. I will be your Sherpa up the mountain...of gayness."

"Delaney: What? Han Solo ain't never had no sex with Princess Leia in the Star War!"

"[To Lester nude in the kitchen] Sorry to change the subject on you, Lester, but if you're not fucking Miri, why is your dick out right now?"