"[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."

"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."

"Sharon, don't you understand what's going on? The world's a disaster. We have no power to make it better. You hate your job; you hate your life; but you want to feel special. Instead of letting me do that, you're rushing off to something that's not even there."

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

"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."

"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."

"Hey Mike, stay here and when you wake up come back into town and I'll be waiting for you. You'll be safer here in this comfy neighbourhood than in a city. I grew up in a neighborhood like this. With my dad. He has more fucking righteous gall than all the property and people he lords over. And those he also created. like me his son, but I almost get sick thinking that I am a son to him. You know you have to be as good as him to keep up, you have to be able to lift as big a weight, you have to be able to throw that weight as far. Or make as much money. Or be as heartless. To hold your ground. My dad doesn't realize I'm just a kid. He thinks I'm a threat."

"I never thought I could make it as a real model, you know fashion-orientated modelling, 'cause I'm better at full body poses. It's alright so long as the photographer doesn't come on to you and expect something for nothing. I'm trying to make a living. I like to have a professional attitude. 'Course if the guy wants to pay me, then hell - yeah. Here I am for him. I'll sell my ass, I do it on the street occasionally for cash. Or I'll be on the cover of a book. It's when you start doing things for free that you start to grow wings. Isn't that right, Mike?"

"When I turn 21, I don't want any more of this life. My mother and father will be surprised at the incredible change. It will impress them more when such a fuck-up like me turns good than if I had been a good son all along. All my bad behavior I'm going to throw away to pay my debt. I will change when everybody expects it the least."

"When I left home the maid asked me where I was off to, I said 'Wherever, whatever, have a nice day.'"

"This chick's living in a new car ad."

"This is a nice home. Do you live here?... I don't blame you."

"There's not another road anywhere that looks like this road, I mean exactly like this road. It's one kind of place, one of a kind. Like someone's face. Like a fucked-up face."

"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."

"I'm a connoisseur of roads. I've been tasting roads my whole life. This road will never end. It probably goes all around the world."

"These things are so cool. They can shoot underwater, pour sand in them and they'll shoot. They shoot every time."

"LaTanya Richardson - Deputy Marshal Savannah Cooper"

"Tom Wood - Deputy Marshal Noah Newman"

"Daniel Roebuck - Deputy Marshal Bobby Biggs"

"You play any tricks, I gotta shoot you!"

"Joe Pantoliano - Deputy Marshal Cosmo Renfro"

"Robert Downey, Jr. - Special Agent John Royce"

"Wesley Snipes - Mark Sheridan/Warren/Roberts"

"Tommy Lee Jones - Deputy Marshal Samuel Gerard"

"Cosmo Renfro: 27 stitches my ass."

"I guess you'll just have to slap the cuffs on me, and take me in..."

"You are really, on my very...last...nerve... You are a mind-boggling pain in my ass."

"Welcome home, Mark. You want to start running again?"

"Remember, Sheridan could be anywhere people, stay alive."