"[lying in bed, bleeding to death after making Homer and Muddy promise to tell the police he was so upset over his daughter Rose running away that he killed himself] That's right. That's the truth. I'm just tryin' to put things straight. Sometimes, ya gotta break some rules, to put things straight. Ain't that right, Homer? [He looks at Homer who nods with reluctance resignation as he finally accepts this truth] Good. [dies]"

"Sometimes you gotta make some rules to think straight."

"[discussing the legality of performing abortions] I know it's against the law. I ask you, what has the law ever done for this place?"

"You don't find it depressing that Homer Wells is picking apples?"

"In other parts of the world young men leave home and travel far and wide in search of a promising future. Their journeys are often fueled by dreams of triumphing over evil, finding a great love, or the hopes of fortunes easily made. Here in St. Cloud's not even the decision to get off the train is easily made, for it requires an earlier, more difficult decision - add a child to your life, or leave one behind. The only reason people journey here is for the orphanage. I came as a physician to the abandoned children and unhappily pregnant women. I had hoped to become a hero. But in St. Cloud's there was no such position. In the lonely, sordid world of lost children, there were no heroes to be found. And so I became the caretaker of many, father of none. Well, in a way, there was one. His name was Homer Wells."

"Spencer Diamond - Curly"

"Skye McCole Bartusiak - Hazel"

"Erik Per Sullivan - Fuzzy Stone"

"Jimmy Flynn - Vernon"

"Evan Parke - Jack"

"J. K. Simmons - Ray Kendall"

"Paz de la Huerta - Mary Agnes"

"Kate Nelligan - Olive Worthington"

"Kathy Baker - Nurse Angela"

"Jane Alexander - Nurse Edna"

"Kieran Culkin - Buster"

"K. Todd Freeman - Muddy"

"Heavy D - Peaches"

"Erykah Badu - Rose Rose"

"Delroy Lindo - Arthur Rose"

"Good night, you princes of Maine, you kings of New England."

"I'm not a doctor. I haven't been to medical school; I haven't even been to high school."

"I've looked at so many women. I've seen everything, and felt nothing. But when I look at you, it hurts."

"I always know where I am by the way the road looks. Like, I just know that I've been here before, I just know that I've been stuck here like this one fucking time before, you know that? yeah."

"Rodney Harvey - Gary"

"Grace Zabriskie - Alena"

"James Russo - Richard Waters"

"Udo Kier - Hans"

"Flea - Bud"

"William Richert - Bob Pigeon"

"Keanu Reeves - Scott Favor"

"River Phoenix - Mike Waters"

"Wherever, whatever, have a nice day."

"It's not where you go, it's how you get there."

"Some people take your heart, others take your shoes, and still others take you home."

"Why, you wouldn't even look at a clock unless hours were lines of coke, dials looked like the signs of gay bars, or time itself was a fair hustler in black leather. There is no reason to know the time. We are timeless."

"When you wake up, wipe the slugs off your face. Be ready for a new day."