- Fallon: [drowning Travis] You know what I hate? I hate whiners you know? I hate people who just complain, complain, complain! I know a guy in the joint once one time, cell next to me you know he'd just. He'd just used to yap about everything, he used to yap about the food and yap about the guards, and yap about this and yap about that and yap, yap, yap all night long! Fucking yap, yap, yap... like a fucking 747 you know what I mean? Like an engine stuck right between your fucking ears and you can't get rid of it because he's right next to you! Know what I mean?
- Rhodes: I don't think he's getting up?
- Fallon: Francis Howard Wyatt! I used to have a girlfriend named Frances. She had blue eyes just like you.
- Fallon: Let me tell you something, Ray. You don't understand shit, OK? Nothing. Guys like you check to see if they got a dick. I got one. You and your friends are the kind of spoon-fed fucking fruit bait that I fucking HATE!
- Ray Cochran: I don't think you understood me.
- Fallon: Shut the fuck up. You speak when fucking spoken to, okay. This is not fucking high school, motherfucker. I'll eat your fucking friends for fucking lunch. You know who we are? You got no fucking idea, do you? No. Jerks like you sail through life, reading about people like me in the newspaper. HEY! You're in a different place now, motherfucker! $ 100,000 might buy you out of North Shore. Here, that means shit. This is my fucking world.
- Ray Cochran: Two hundred thousand.
- Fallon: [long pause] All right.
- Ray Cochran: All aboard!
- Frank Wyatt: That's a conductor, not a bus driver.
- Ray Cochran: Hey, why don't you sit down and shut up.
- Frank Wyatt: Now THAT's a bus driver.
- Fallon: And your dad's what? He's a stockbroker?
- Ray Cochran: Something like that. But I'm a self-made guy. I'm a self-starter. Just like you.
- Fallon: That's funny. Cause these guys are always saying that to me.
- Sykes: That's why we hang with him.
- Rhodes: Self-made man.
- Mike Peterson: It's all right, John's a good guy.
- Ray Cochran: He's a good guy? He's a pain in the ASS!
- Ray Cochran: Un-fucking-believable!
- John Wyatt: Ray, calm down.
- Ray Cochran: Calm down? This stuff's gonna cost me a fortune! I'm now the proud owner of this piece of shit!
- Fallon: People of the housing projects, I got a headline for ya. This just in: I hate this God damn place, okay. I want to go home. I want to drink, smoke, and listen to loud music.
- Frank Wyatt: [to his wife as he leaves] I'll be home early, okay?
- Mike Peterson: Yeah, Linda, say around, uh, 8 AM!
- Linda Wyatt: [slightly amused] Ah.
- Frank Wyatt: Thanks, I'm on the couch tonight for sure.
- Mike Peterson: Well, it's simple, Frank, she hates me.
- Frank Wyatt: She does not hate you. I've been married to that woman for two years.
- Mike Peterson: Remember your birthday? Hmm?
- [humming and making suggestive dance moves]
- Frank Wyatt: [laughs] She hates you.
- Mike Peterson: [Ray seems to successfully negotiate with Fallon] Oh Man I Think He's Doing It
- [last lines]
- Ray Cochran: I'm Getting Off This Roof In On Piece
- Fallon: [with a wicked grin] Oh Yeah... Yeah
- [with a swift move of his arm, he overbalances a screaming Ray and topples him over and off the edge of the building]
- Fallon: Shut the fuck up. You speak when fucking spoken to, okay. This is not fucking high school, motherfucker. I'll eat your fucking friends for fucking lunch. You know who we are? You got no fucking idea, do you? No. Jerks like you sail through life, reading about people like me in the newspaper. HEY! You're in a different place now, motherfucker! Yeah $ 100,000 might buy you out of North Shore. Down Here... Pussy, that means shit. This is my fucking world.
- Fallon: [blowing up the RV] That Went Up Like The Fucking Hindenburg