“- Stokely: They've just been setting us up over the years with their E.T.'s and their Men In Black movies, just so no one would believe it if it ever happened.
- Casey: I think so.”
Clea DuVall - Stokely 'Stokes' Mitchell
Elijah Wood - Casey Connor

“- Alec Howe: Isn't she wonderful?
- Taliostra: What's so wonderful about her? Take away her eyes, her nose, her lips, and what have you got? A blank expression.”

Gene Kelly - Alec Howe
Zero Mostel - Taliostra

“- Jay: Did you ever flashy-thing me?
- Kay: No.
- Jay: I ain't playing with you, K. Did you ever flashy-thing me?
- Kay: No.”

Will Smith - Jay
Tommy Lee Jones - Kay

“- Peter Ludlow: Roland, there's a job for you in San Diego if you want it.
- Roland Tembo: No thank you. I believe I've spent enough time in the company of death.”
Arliss Howard - Peter Ludlow
Pete Postlethwaite - Roland Tembo

“I wouldn't trade places with Edmund Exley right now for all the whiskey in Ireland.”

James Cromwell - Dudley Smith