“- Dex: If you're hanging out with women as friends, your doing your research in the wrong library.
- Dave: What's wrong with being friends with women?
- Dex: Nothing, but getting out of that category of 'friend' is harder than like getting out of Alcatraz.”
Donal Logue - Dex
James 'Kimo' Wills - Dave

“- Caleb Colton: Who you out here with?
- Mae: Friends.
- Caleb Colton: Boyfriend?
- Mae: Friends.”
Adrian Pasdar - Caleb Colton
Jenny Wright - Mae

“- Mrs. Pananides: I have a friend in the Coast Guard, all I have to do is call...
- Sam Daniels: How close a friend?
- Mrs. Pananides: Closer than his wife would like.”
Diana Bellamy - Mrs. Pananides
Dustin Hoffman - Sam Daniels

“- Senator Jummy Simpson: I've seen that girl somewhere before.
- Liza Prescott: She's a very particular friend of the director who's making this picture. He sticks her in every scene he can.”

Walter Kingsford - Senator Jummy Simpson
Billie Burke - Liza Prescott

“- Walter Neff: Afraid, baby?
- Phyllis Dietrichson: Yes, I'm afraid. But not of Keyes. I'm afraid of us. We're not the same anymore. We did it so we could be together but instead of that, it's pulling us apart.”

Fred MacMurray - Walter Neff
Barbara Stanwyck - Phyllis Dietrichson