"It was at a restaurant and the maître d' said, 'Oh, I hear you're working with Tommy Lee Jones. He's over in the corner having dinner'. I went over and I said, 'Hey Tommy, how are you doing?' and the blood just drained from his face. And he got up shaking — he must have been in mid kill me fantasy or something like that. And he went to hug me and he said, 'I hate you. I really don't like you'. And I said, 'What's the problem?' and pulled up a chair, which probably wasn't smart. And he said, 'I cannot sanction your buffoonery'."

"It was the biggest movie of the year and the cheapest "Batman" ever made. It cost under $100 million, with Val [Kilmer], Nicole [Kidman], even Jim [Carrey] was still coming up. Batman Forever was total passion. My bosses let me change Batman. Jim was inspired as the Riddler. Tom Lee Jones played Harvey Two Face. Drew Barrymore is in it. Debi Mazar plays a bad girl. It has a great cast and everyone did a great job. It was fun to create a "Batman" movie."

"We had plenty of money to do what we wanted and we had wonderful people working on it. I thought the chemistry between Val and Nicole was great, and I thought Jim was just brilliant as Riddler. And Tommy Lee Jones, of course all you had to do was turn on the camera and you're going to get a great performance. It was fun, it was so much fun and not a lot of expectation because of what had happened before and so many people didn't want it. But the toy manufacturers, they were so great to me, they climbed on board. And then the head of Walmart came into the editing room with his entourage. They were dead serious. I showed them some cut-together scenes and some with Jim being hilarious, but they did not respond to anything. They just looked. And I thought, "Well we didn't make that sale", but they went to Bob Daly's office and ordered like $75 million worth of merchandise or something."

"I also had to go around the world, because no one wanted another Batman movie. So I has to meet with all these distributors in Asia, I also a lot of the toys and merchandise had been returned, it was a loss or something on that. I had to go to toy fairs and toy conventions in Las Vegas, and I had to get up in front of all these people who didn't want it and talk about how great this is going to be. I believed in it, I really did…"

"Pat Hingle as Commissioner Gordon"

"Michael Gough — Alfred Pennyworth"

"Chris O'Donnell — Robin/Dick Grayson"

"Nicole Kidman — Dr. Chase Meridian"

"Tommy Lee Jones — Harvey Two-Face/Harvey Dent"

"Jim Carrey — The Riddler/Edward Nygma"

"Val Kilmer — Batman/Bruce Wayne"

"[from TV spot] In a city where evil is everywhere, justice wears a mask."

"[from TV spot] The criminal in question. His accomplice in crime. A woman in danger. A partner in training. A hero in black."

"Courage now, truth always..."

"Newscaster: In local news, Edward Nygma's 3D Box has become the rage of Gotham. Rioting occurred last night at electronic stores which were sold out. There is hardly a home without the NygmaTech Box. Critics have claimed the Box turns Gothamites into zombies, but Edward Ngyma just shrugs: "That's what they said when TV was invented.""

"[discussing Dick with Bruce] Young men with a mind for revenge need little encouragement. They need guidance. You, above all, should know the consequences of the life you choose."

"Broken wings mend in time. One day, Robin will fly again."

"[kicks Two-Face] That was for my mother! [hits Two-Face again] My father! [punches Two-Face] My brother! And this is for me! [headbutts Two-Face]"

"Now...the real game begins!"

"Your entrance was good; his was better. The difference? Showmanship!"

"[Two-Face is about to finish off Bruce Wayne] NO!! Don't kill him. If you kill him...he won't learn nothing."

"Somebody tell the fat lady she's on in five!"

"One man is born a hero, his brother a coward. Babies starve, politicians grow fat. Holy men are martyred, and junkies grow legion. Why? Why why why why why why? Luck! Blind, stupid, simple, doo-dah, clueless luck!"

"Riddle me this. Riddle me that. Who's afraid of the big black bat?"

"This is your brain on the Box. This is my brain on the Box! DOES ANYBODY ELSE FEEL LIKE A FRIED EGG?!"

"Has anybody ever told you you have a SERIOUS IMPULSE CONTROL PROBLEM?!?!"

"I simply love what you've done with the place. Heavy Metal meets House and Garden. [laughs] Beautiful! [Takes one of his boxes and puts it on the dark side of the room] It's so dark and gothic and disgustingly decadent [Gestures Spice over with a snarl, then takes a box to the light side]... yet so bright and chipper and conservative! [Urges Sugar over with a whistle] [Back to the dark side; speaking sinisterly] It's so you... [to the light side, speaking operatic] And yet so you! Very few people are both a summer and a winter, but... you pull it off quite nicely."

"We're gonna leave this house in 60 seconds."

"Michael Biehn - Lt. Coffey (SEAL)"

"Adam Nelson - Ensign Monk (SEAL)"

"Captain Kidd Brewer Jr. - Lew Finler"

"Kimberly Scott - Lisa "One Night" Standing"

"J.C. Quinn - Arliss "Sonny" Dawson"

"John Bedford Lloyd - Jammer Willis"

"Todd Graff - Alan "Hippy" Carnes"

"Leo Burmester - Catfish de Vries"

"Mary Elizabeth Mastrantonio - Lindsey Brigman"

"Ed Harris - Virgil "Bud" Brigman"

"Deep below the blue surface, there lies a place no one has ever dreamed of."

"There's everything you've ever known about adventure, and then there's The Abyss."

"A place on earth more awesome than anywhere in space."

"Bendix: Oh no, look who's with them. It's Queen Bitch of the Universe."

"USS Montana Captain: 60 knots, no wave lines; the Reds don't have anything that fast."

"Sniff something? Well did ya, rat boy?"

"Everybody just stay calm. The situation is under control."

"It went straight for the warhead, and they think it's cute."

"We don't need them. We can't trust them. We may have to take steps. We're gonna have to take steps."

"I got to tell you, I give this whole thing a sphincter-factor of about 9.5."

"Heeeeeeeeeeere's M.I.R.V.!"