- Directed and written by Barry Levinson.
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- I'll hit you so hard, I'll kill your whole family.
Timothy Fenwick, Jr.
- Do you ever get the feeling that there's something going on that we don't know about?
- It's funny. You know, when I was a little kid I always wanted a brother. I told that to mom once and she said, "You have a brother". I said, "Oh, so that's who the asshole in the other bed is".
- [watching a black and white television program in the showroom] Is this show in color, or is there something wrong with the set?
- Bagel: Always a dreamer, hey, Boog?
- Boogie: If you don't have good dreams, Bagel, you got nightmares.
- Steve Guttenberg as Edward 'Eddie' Simmons
- Daniel Stern as Laurence 'Shrevie' Schreiber
- Mickey Rourke as Robert 'Boogie' Sheftell
- Kevin Bacon as Timothy Fenwick Jr.
- Tim Daly as William 'Billy' Howard
- Ellen Barkin as Beth Schreiber
- Paul Reiser as Modell
- Kathryn Dowling as Barbara
- Michael Tucker as Bagel
- Jessica James as Mrs Simmons
- Colette Blonigan as Carol Heathrow
- Kelle Kipp as Diane
- Clement Fowler as Mr Simmons