"My name's Louden, Louden Swain. Last week I turned 18. I wasn't ready for it. I haven't done anything yet. So I made this deal with myself. This is the year I make my mark."

"Daphne Zuniga - Margie Epstein"

"J.C. Quinn - Elmo"

"Charles Hallahan - Coach Ratta"

"Harold Sylvester - Gene Tanneran"

"Ronny Cox - Larry Swain"

"Michael Schoeffling - Kenny "Kuch" Kuchera"

"Linda Fiorentino - Carla"

"Matthew Modine - Louden Swain"

"Coach: [to Louden] Now, I remember the first time you walked in here and asked me to let you wrestle. You still had hay in your hair. What a surprise you turned out to be, darn near going the distance your first year."

"What a blast to the First Amendment! The first thing they do is shut down the press and imprison the intellectuals. I LOVED YOUR PIECE ON THE CLITORIS! I SHOWED IT TO MY MOTHER!"

"[Just before Louden is set to wrestle Shute] Hey, Louden? [Louden glances up] Kick his ass."

"[to Louden] First time I've ever went to a wrestling match. It wasn't what I expected. I guess I expected some macho violence trip, but it was all right, you know? Guess I just didn't understand."

"[to Louden] Don't you ever try that again! I choose who I'm going to be with and what I'm going to do. I'll never be with any foulmouthed kid jock who thinks a stiff cock is the height of romance. Part of being a man, asshole, is knowing what a woman wants and respecting that."

"But all I ever settled for is that we're born to live and then to die, and... we got to do it alone, each in his own way. And I guess that's why we got to love those people who deserve it like there's no tomorrow. 'Cause when you get right down to it - there isn't."

"[to Maria in elevator, after seeing luggage at her feet] Sure got a lotta baggage."

"We came up with White Castle because it has a history of being a place where intoxicated people go at the end of the night. But then we did see it as a sort of metaphor. It’s about the burgers, but it’s more than just the burgers."

"Shaun Majumder as Saikat Patel"

"Neil Patrick Harris as himself"

"Malin Akerman as Liane"

"Christopher Meloni as Freakshow"

"Boyd Banks as E.R. Patient"

"Ryan Reynolds as Male Nurse"

"Bobby Lee as Kenneth Park"

"Siu Ta as Cindy Kim"

"Anthony Anderson as Burger Shack Employee"

"Eddie Kaye Thomas as Rosenberg"

"David Krumholtz as Goldstein"

"Paula Garcés as Maria"

"Dan Bochart as Extreme Sports Punk #1"

"Steve Braun as Cole"

"Kal Penn as Kumar Patel"

"Fred Willard as Dr. Willoughby"

"Rob Tinkler as J.D."

"Ethan Embry as Billy Carver"

"John Cho as Harold Lee"