- Directed by Allan Moyle. Written by Carol Heikkinen.
- Attention Rex Manning fans, to your left you will notice a shoplifter being chased by night manager, Lucas. This young man will be caught, deep fried in a vat of hot oil and served to our first hundred customers. Just another tasty treat from the gang at Empire Records.
- We mustn't dwell... no, not today. We CAN'T. Not on Rex Manning day!
- High Roller: That's an 18,000 dollar bet, you sure you know what you're doin', kid?
- Lucas: I know this, that if I win this roll, I will save the place that I work from being sold, and the jobs of my friends that work there. Thus striking a blow at all that is evil and making this world a better place to be in.
- Lady at Craps Table: Huh?
- Lucas: ...And I'll buy you guys a drink. [Lady smiles]
- Joe: Where's the money, Lucas?
- Lucas: Joe, the money is gone.
- Joe: I know it's GONE, where's it gone to?
- Lucas: Atlantic City.
- Joe: Atlantic City. ...Is it coming back from Atlantic City?
- Lucas: I... I don't think so.
- Joe: What's it doing in Atlantic City?
- Lucas: Recirculating.
- Joe: Recirculating?
- Lucas: Yeah.
- Joe: Lucas, listen to me. I told Mitchell Beck that you forgot to deposit the money. I told Mitchell that the money was still here.
- Lucas: Joe, that's not true. It's in Atlantic City... I swear!
- Joe: Shut up, sit down, and don't you move.
- Lucas: [sitting down] It could be in other cities by now...
- Joe: Oh, shut up! Under no circumstances do I want you to leave that couch... unless it's to get me $9000, and then you bring it here to me, okay?
- Lucas: Okay. You know, I think things are gonna be all right now, Joe.
- Joe: Oh? And what makes you think that.
- Lucas: Who knows where thoughts come from? They just appear.
- A.J: What's with you? Yesterday you were normal and today you're like the Chinese guy from Karate Kid. What's with you today?
- Lucas: What's with today, today?
- Gina: Well, Sinead O'Rebellion. Shock me, shock me, shock me with that deviant behavior!
- Debra: God, that is so clever. You know, I swear you get smarter the shorter your skirt gets.
- Gina: And you get smarter the shorter your hair gets, so it's probably good you went with that.
- A.J.: Joe, I need to ask your advice. Now I know you know a lot about love and women and all that sort of thing...
- Joe: Oh, yeah, my wife left me for another woman and my girlfriend forced me to leave at gunpoint. Does this qualify me?
- A.J.: Oh yeah, definitely.
- [Joe is talking to the police about Warren]
- Joe: [to Warren] How old are you?
- Warren: Old enough to kick your butt through your skull and splatter your brains on the wall.
- Joe: [to the cops on the phone] Yeah, he's a juvenile.
- Debra: [Reading the new Musictown rules] No visible tattoos.
- Gina: No revealing clothing.
- Debra: We're both screwed. At least you're used to it.
- Gina: Oh now, Debra, don't be bitter, certainly with your ever growing collection of flesh mutilating silver appendages and your brand new Neo-Nazi boot camp makeover, the boys will come a-runnin'.
- Debra: Let's not fight, let's just rip [both start tearing lists of rules]
- Warren: Who glued these quarters down?
- A.J.: I did.
- Warren: What the hell for, man?
- A.J.: I don't feel that I need to explain my art to you, Warren.
- Jane: What are you doing later?
- Joe: I don't know. I'm either going to jail or hell. I can't decide.
- Open 'til Midnight.
- They're selling music but not selling out.
- Damn the Man! Save the Empire!
- This music is the glue of the world. It holds it all together.
- What's with today, today?
- Anthony LaPaglia - Joe Reaves
- Maxwell Caulfield - Rex Manning
- Debi Mazar - Jane
- Rory Cochrane - Lucas
- Liv Tyler - Corey Mason
- Johnny Whitworth - A.J.
- Robin Tunney - Debra
- Renee Zellweger - Gina
- Ethan Embry - Mark
- Coyote Shivers - Berko
- Brendan Sexton - Warren
- James Wills - Eddie
- Brandon Crawford - Couch Kid #2
- Ben Bodé - Mitchell