“- Astrid Magnussen: Looks don't interest me.
- Paul Trout: That's easy for you to say, you've never been ugly.”
Alison Lohman - Astrid Magnussen
Patrick Fugit - Paul Trout

“- Lucas: Dragonfly Nymph. You ever see one?
- Rina: Oh, it's ugly. Glad it's not bigger than me.
- Lucas: It turns into something very beautiful, Rina.
- Rina: Is that possible?
- Lucas: Yeah, can you imagine that? Turning from something ugly into something beautiful.”

Corey Haim - Lucas
Winona Ryder - Rina

“If you're good looking, you're gonna succeed through life. If you're ugly, you better pick up a book. Boy, you better pick up two books, and a computer while you're at it!”
Chris Rock - Lance Barton

“Don't blame your mother, I was irresistible!”

Martin Landau - Al

“You know, all my life, I've felt ugly, and now I have the world's most desireable man telling me that I am beautiful. I have the Prince of England at home pining for me. I mean, Paul, this is like a dream come true. I could be a princess.”
Sandra Bullock - Diane Farrow