Louden Swain 
- My name's Louden, Louden Swain. Last week I turned 18. I wasn't ready for it. I haven't done anything yet. So I made this deal with myself. This is the year I make my mark.
- [about Carla] She's got all the best things I like in girls and all the best things I like in guys.
- But all I ever settled for is that we're born to live and then to die, and... we got to do it alone, each in his own way. And I guess that's why we got to love those people who deserve it like there's no tomorrow. 'Cause when you get right down to it - there isn't.
Margie Epstein 
- What a blast to the First Amendment! The first thing they do is shut down the press and imprison the intellectuals. I LOVED YOUR PIECE ON THE CLITORIS! I SHOWED IT TO MY MOTHER!
- Louden: I'm gonna drop down to 168 and wrestle Shute
- Kuch: SHUTE? Shute's a monster! A genuine geratoid! His own father has to use a livewire to keep him from fuckin' the fireplace!
- Elmo: [looks at Louden's book] What the fuck is this?
- Louden: What? You don't recognize it?
- Elmo: Wait a minute! This is cooze!
- Louden: Yeah, I'm thinking very seriously of becoming a gynecologist
- Elmo: A cooze doctor in outer space? Man, you're flippin' out!
- Margie: [after reading Louden's article about the clitoris] I'm speechless. You've broken new ground here, Louden! This is professional stuff! We're gonna' draaaggg this dinky school paper right into the twentieth century! I mean, where do you get your ideas?
- Louden: Well, I've been thinking a lot about that stuff lately.
- Margie: Oooohhh, we're gonna' make history here!
- Mr. Tanneran: I think you're dehydrated.
- Louden: No, I'm just the victim of a screwed-up nitrogen imbalance. Plus, I think I've contracted priapism.
- Mr. Tanneran: What's priapism?
- Louden: It's a disease of a constant erection. I read about it in my rare diseases book.
- [Mr. Tanneran laughs]
- Louden: It's not funny, believe me! The girl of my dreams lives under my own roof, but she thinks I'm just a kid, a dumb jock, all of which is more or less true. I'm dying, Mr. Tanneran, just like that girl in the poem... only quicker, and with a hard-on.
- Louden: You never took a night off to see me wrestle before. They'll dock you for that.
- Elmo: Hey, kid - money ain't everything.
- Louden: It's not that big a deal, Elmo. I mean, it's six lousy minutes on the mat, if that.
- Elmo: You ever hear of Pele?
- Louden: Yeah, he's a, a soccer player.
- Elmo: A very famous soccer player. [pause] I was in the room here one day... watchin' the Mexican channel on TV. I don't know nothin' about Pele. I'm watchin' what this guy can do with a ball and his feet. Next thing I know, he jumps in the air and flips into a somersault and kicks the ball in - upside down and backwards... the goddamn goalie never knew what the fuck hit him. Pele gets excited and he rips off his jersey and starts running around the stadium waving it around his head. Everybody's screaming in Spanish. I'm here, sitting alone in my room, and I start crying. [pause] That's right, I start crying. Because another human being, a species that I happen to belong to, could kick a ball, and lift himself, and the rest of us sad-assed human beings, up to a better place to be, if only for a minute... let me tell ya, kid - it was pretty goddamned glorious. It ain't the six minutes... it's what happens in that six minutes.
- Matthew Modine - Louden Swain
- Linda Fiorentino - Carla
- Michael Schoeffling - Kuch
- Ronny Cox - Louden's Dad
- Harold Sylvester - Mr. Tanneran
- Charles Hallahan - Coach
- J.C. Quinn - Elmo
- Daphne Zuniga -Margie Epstein
- Frank Jasper - Brian Shute
- R.H. Thomson - Kevin
- Raphael Sbarge - Schmoozler
- Forest Whitaker - Balldozer
- Roberts Blossom - Grandpa
- James Gammon - Kuch's Dad
- Madonna - Club singer