"[to the newly-arrived male recruits] Not all the obstacles that can trip you up are on this base. Let me tell you something about the local girls. Ever since there's been a base here, there's been what you'd call the Puget Sound Debs. The poor girls come across the sound on the ferry every weekend with just one thing in mind, and that's to marry themselves a naval aviator. A Puget Deb will tell you, "Don't you worry about contraceptives. I've got that all taken care of." Don't believe it, sweet pea. A Puget Deb will do anything and say anything to trap you. I know this sounds silly, especially in this so-called modern age, but you scuzzy college pukes should watch out, because they're out there, and you, sweet peas, are the answer to their dream!"

"Ed Begley, Jr. - Altitude Chamber Instructor (voice)"

"Grace Zabriskie - Esther Pokrifki"

"Victor French - Joe Pokrifki"

"David Caruso - Topper Daniels"

"Harold Sylvester - Perryman"

"Sexual harassment is about power. When did I have the power? When?"

"Joe Urla - John Conley Jr"

"Jacqueline Kim - Cindy Chang"

"Nicholas Sadler - Don Cherry"

"Suzie Plakson - Mary Anne Hunter"

"Dennis Miller - Mark Lewyn"

"Rosemary Forsyth - Stephanie Kaplan"

"Dylan Baker - Philip Blackburn"

"Roma Maffia - Catherine Alvarez"

"Caroline Goodall - Susan Hendler"

"Donald Sutherland - Bob Garvin"

"Demi Moore - Meredith Johnson"

"Michael Douglas - Tom Sanders"

"A drink is on the table, and your future is on the line. Suddenly, an unwanted sexual advance has put you in the most uncomfortable of positions. Now, it's going to be your word... against hers!"

"sex is power"

"Ms. Alvarez, forty-eight hours ago my husband's penis was in another woman's mouth. I don't think there's anything in the law that can help me with that."

"An "old girlfriend"... that's about as exclusive as the White Pages!"

"Of course everyone knows! I'm so old fashioned, I greet my employees with a handshake!"

"Oh Tom, you are the one person I know who sucks up to the people below you."

"Oh, you son-of-a-bitch ... you get back in here and finish what you started. Do you hear me? Do you hear me? You get back in here and finish what you started or you're fuckin' dead. You hear me? You're FUCKIN' DEAD!"

"Now you got the power. You got something I want."

"[Meredith passionately kisses Tom] There... Now that wasn't so bad, wasn't it?"

"You stick your dick in my mouth and NOW you get an attack of morality?"

"Let's get down to business."

"Why don't I just admit it? Admit that I'm that evil white guy everyone is always complaining about? Hey Chau-Minh, come down here so I can exercise my patriarchal urge!"

"You wanna get fucked? Huh? Is that what you want?"

"I am looking for a "dare to be great" situation."

"Joan Cusack - Constance Dobler"

"Philip Baker Hall - IRS Boss"

"Eric Stoltz - Vahlere"

"Jeremy Piven - Mark"

"Bebe Neuwirth - Mrs. Evans"

"Polly Platt - Mrs. Flood"

"Lili Taylor - Corey Flood"

"John Mahoney - Jim Court"

"Ione Skye - Diane Court"

"John Cusack - Lloyd Dobler"

"A Lloyd meets girl story"

"To know Lloyd Dobler is to love him. Diane Court is about to know Lloyd Dobler."

"She's got every thing going for her. He's going for her with every thing he's got."

"What I really want to do with my life - what I want to do for a living - is I want to be with your daughter. I'm good at it."