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- Mike: Who here is gay?
(Mike turns to Karen, who is smiling and giggling.)
- Mike: Not that kind of gay.
- Nikki: (on phone): I didn't mean to scare you, it was just a simple run of the mill orgasm... (Mike walks up) ...Can you hold on a second, Mom?
- Mike: Oh, I'll let you get back to your mom, before she loses her erection
- Reporter: Mr. Mayor, would you consider marching in the gay pride parade this week?
- Mayor: What are you, drunk?
The Great Pretender [1.2]Edit
The Apartment [1.3]Edit
Pride and Prejudice [1.4]Edit
The Rivals [1.5]Edit
- Mike: (about Mayor Garfield's passing) We need to get working on your statement.
- Mayor: I killed him. I killed him dead.
- Mike: That's a good starting point. How about softening it up a little?
- Mayor: It's not jealousy; I just wish I had what he had.
- Nikki: They had a candle light vigil at the fountain last night. Hundreds showed up.
- Carter: Of course only five people could fit around it at one time. They had to vigil in shifts.
A Star Is Born [1.6]Edit
Grand Illusion [1.7]Edit
Mayor Winston: Even if I were prejudiced against gays, I'd want 'em to get married. Give them a taste of the nightmare the rest of us live through every day.
The High and the Mighty [1.8]Edit
Meet Tommy Dugan [1.9]Edit
The Competition [1.10]Edit
- Carter: Believe it or not, I came out at Thanksgiving.
- Nikki: How'd you pull that off?
- Carter: Very subtle. "Dad, great job carving the turkey. I'm a homosexual."
- Nikki: Well, every year, I go to my sister's house, hug her three beautiful children, then my family gathers round, ties me to a chair, and pummels me with questions about why I'm not married yet.
- Stuart: Me, my mom, my dad, three Hungry Man dinners, and a big box of wine. The first "I hate you" comes out around 9:30.
Dog Day Afternoon [1.11]Edit
- Stuart: You see grasshopper, one must understand the rhythms of the game-. WAAAAHH!! -In order to truly master ebb and flow, ying and yang. Are you prepared to do battle?
- Janelle: No, I want you to talk some more.
Criss Cross [1.12]Edit
Bye Bye Love [1.13]Edit
Starting Over [1.14]Edit
- Mike: I'm not a club kinda guy. If I wanna shout, I'll go visit my grandmother.
- Carter: It's not like I'm sleeping with every man in town. You are straight. Do you sleep with every woman you meet?
- Stuart: YES!
Gabby's Song [1.15]Edit
Kiss Me, Stupid [1.16]Edit
An Affair to Remember [1.17]Edit
Deaf Becomes Her [1.20]Edit
- Stuart: Who's looking out for the white middle-class, heterosexual male?
- Carter: Congress.
Hot in the City [1.21]Edit
- Paul: C'mon trade with me, my nuns for your lesbians.
- Carter: They're not baseball cards, Paul.
- Paul: What do lesbians know about me? This could be a fabulous opportunity!
- Stuart: To remind them why they're lesbians?
- Mike: Are you telling me that your pregnant?
- Carrie: No, but I will be thanks to you.
- Mike: Wait a second, am I missing a step here, cause if you're talking about last night, I took precautions, we took precautions!
- Carrie: Let't just say I'm the kinda girl who never throws anything away...I put it in the freezer.
- Mike: You froze my guys?!
- Carrie: I'm just here to get your blessing.
- Mike: What am I, the pope?!
- Carrie: Don't yell at me!
- Mike: Those are my guys, I want them back!
- Carrie: Look, if you're gonna be all weird about this, I'm just gonna leave!
- Mike: You can't do this! (opens office door) GIMME BACK MY SPERM!
- Paul: As a show of good faith, you have to release 1, maybe 2 million of the hostages.
Bone Free [1.22]Edit
- Nikki: Why couldn't the Mayor just stand up?
(Male coworkers chuckling)
- Nikki: What? What am I missing?
- Mike: How am I gonna explain this. Okay, Nikki. Even though the Mayor wasn't actually standing...he was at full attention.
- Nikki: Nooo.
- Mike: Yes, now how are we gonna explain this little snub to the Woman's Action Caucus?
- Stuart: Snub? The man paid the woman the ultimate compliment!
- Mike: Yeah, if they were orangutans.
- Nikki: Can't you guys control those things?
- Stuart: Not always.
- Mike: You can scold it, or smack it around a little bit. That only seems to encourage it.
- Nikki: I am fascinated.
- James: Sometimes all it takes is a thought, memory...sometimes all it takes is a slight breeze.
- Mike: Basically, by 6 o'clock, anyone in the city with breasts is going to hate us.
- Stuart: Welcome to my world.
- Stuart: Why do women always go for losers like him?
- Carter: What, instead of losers like you?
- James: We've got to rescue her from that monster!
- Mike: He's her boyfriend, he's not Jason.
- Nikki: George is not some kind of deadbeat. I'll have you know that he's a writer! [Mike, Carter, and Stuart all groan] He's writing a screenplay! [They groan louder] What's wrong with that?!
- Mike: He's a writer! That's like an actor who's too lazy to work at a restaurant!
- Stuart: He's using you for a free ride, Nikki. Trust me, I know guys like him...I am guys like him.
- Paul: If you'd given me any more time I could've recovered.
- Mike: Paul, if I'd have given you any more time up there, you would have declared the Mayor dead.
- Mayor: It was back in the '60s, and I was at this party and some idiot spiked the Kool-Aid. Before I knew it, I was 3/4 up a pine tree, naked as a jay bird, trying to get away from all the giant bugs, there.
- Mike: Well, there you have it. Okay, so I tell the press that you were in a mental hospital...because you were taking acid.
- Mayor: Coincidentally, that was the same night I decided to run for Mayor.
- Mike: Playing doctor should be left to qualified professionals. And of course, curious youngsters.
The Mayor Who Came to Dinner [1.23]Edit
Mayor Over Miami [1.24]Edit
Paul Flew Over the Cuckoo's Nest [2.1]Edit
Porn in the U.S.A. [2.2]Edit
- Mike: (to the porn actresses) I'm Deputy Mayor Michael Flaherty, and I'm going to pretend I don't know who any of you are.
- Mike: (to Stuart) Ok, Stuart. Inside that is some of the biggest names in the porn business. Your heroes.
- Carter: Can't you tell if a man is handsome?
- Stuart: Huh, nice try.
- Nikki: I can't get from ESPN to the Comedy Channel without some big penis waving in my face.
- James: Where are you watching television?
- Mayor: (reading cue cards) Good afternoon, all. I want to start out with a personal outrage that has been going on too long. Public access... (switches cards) ...pornography.
- Mike: (to James) You want to work on where you break those cards.
- Mayor: (reading cue cards) I just want to make sure that material with graphic sexual content is available and seen... (switches cards) ...only by those people who specifically want to see it.
- Mike: (to James) Ok, you did that one on purpose.
- Mike: (on the porn industry) Is lack of exposure really a problem for them?
- Mike: I have a penis.
- Nikki: Don't make me get my purse.
Wonder Woman [2.3]Edit
The Goodbye Girl [2.4]Edit
In the Heat of the Day [2.5]Edit
Radio Daze [2.6]Edit
The Thirty Year Itch [2.7]Edit
My Life is a Soap Opera [2.8]Edit
Family Affair (1) [2.9]Edit
- Paul: When I bite into a York peppermint patty...I get shot.
Family Affair (2) [2.10]Edit
They Shoot Horses, Don't They? [2.11]Edit
- Stacey: I can tell when people are lying. It's a gift.
- James: You know, I have a friend who can do the same thing.
- Stacey: No you don't.
- Stuart: Why wouldn't you ask me to look after The Mayor's daughter?
- Mike: Same reason they don't give guns to monkeys
Miracle Near 34th Street [2.12]Edit
- Mike: As my assistant, occasionally you may need to assist me.
- Stacey: Every time I throw a Christmas party, someone dies.
- Janelle: I guess every family has their traditions.
- Paul: So to sum up ladies and gentlemen...I don't know
- James: Every year, my mom makes a whole Nativity scene out of candy. (picks up a piece) Chocolate Jesus.
- Carter: James, please. At work, just call me Carter.
- Nikki: Do you not have an ounce of Christmas Spirit in you?
- Stuart: Well, Joseph was about 3 ounces.
- Mayor: I'm going to stand here and read this story to the city, because I want all the children out there to believe in the magic of (reading speech) Satan.
- Mike: That's Santa. It's a typo.
- James: You wait until there's something important to you and i eat it.
Same Time Next Year [2.13]Edit
The Paul Lassiter Story [2.14]Edit
Gentleman's Agreement [2.15]Edit
- Mike: The Mayor is a man of great vision
- Mayor: (Walks out of sauna with steamed up glasses) I can't see
- Mike: [Tossing a bunch of towels into the sauna] Here are your towels!
- Stuart: [From inside the sauna] We don't need them!
- Stacy: STUART!
Deaf Man Walking [2.16]Edit
- Mayor: (to Mike whose pen has leaked in his mouth when he was chewing on it) Your mouth is blue. Did you have a snow cone?
The Marrying Men (1) [2.17]Edit
One Wedding and a Funeral (2) [2.18]Edit
A River Runs Through Me [2.19]Edit
The Pope of Gracie Mansion [2.20]Edit
Bye, Bye, Birdie [2.21]Edit
- Carter: (about a giant statue giving the finger) Mike, its huge! Where can we put it?
- Mayor: How about my ex-wife's lawn?
The Lady or the Tiger [2.22]Edit
Single White Male [2.23]Edit
The Paul-Bearer [2.24]Edit
- Mike: (on delaying the funeral) A couple more hours wouldn't kill her ... again.
- Mike: I understand. People are very excited to start mourning.
- Mike: Or maybe she was just there to remind us that blowing your hair in the bathtub isn't a good idea.
- Mike: Well, it's not all bad news.
- Paul: How could you say that?
- Mike: Well, for starters, it's not all my fault anymore.
- Nikki: I am not gonna do that unless he wakes up.
- Stuart: Ladies and gentlemen, Nikki's only rule of dating.
- Claudia: There was corpse at my wedding!
- Stuart: Hey, I know Paul's not an exciting guy...
- Father Larry: Now Paul, your vows are to 'love Claudia, and to lose five pounds'?
- Paul: Well, I wanted to combine my vows and New Year's resolutions.
- Paul: (on Mike taking over) Are you sure this is legal?
- Mike: What, are you wearing a wire?
- Stuart: (after putting a sandwich in the poor box) What? If they're poor, they're hungry.
Dead Dog Talking [3.1]Edit
Mike: ahhh seals!
Crazy Zoo Guy: actually they're sealions. Seals have more pronouced ear flaps.
Mike: I woke up this morning with a hangover and a swore wrist.
Stuart: Yeah, I've been there.
Mike: Sir, we're going on a little earlier than we expected because the good samaritian of the year couldn't make it.
Mayor: Why's that Mike?
Mike: Well because he's in jail. Apparently he got all his good samartian juice from his cocain smuggling ring.
Mayor: Ha this city... Somebody should do something.
There's Something About Heidi [3.2]Edit
- Mayor: (After looking at a picture of Mike kissing Heidi Klum's butt) This used to be my ass Flaherty.
- Mike: (Looking into a toilet) DUDE!
Gone with the Wind [3.3]Edit
- Mike: (In a spacesuit, about to have sex with Heidi Klum) One small step for man, one giant... (stares at Heidi's breasts) Oh dear God, thank you. (jumps and floats in bed) The eagle has landed. (Heidi's bra, Mike's underwear, and a packet of condoms floats across the screen) Space is cool.
- Stuart: (Looking at a picture of James's aunt Sarah) Wow, she was a cow.
- Nikki: Stuart, very nice.
- Stuart: I'm serious, she was an actual cow.
- [Mike and Carter are trying to shut off a fan in Paul's office]
- Carter: Go on without me!
- Mike: I'm not leaving you behind!
- Carter: You don't have a choice!
- Mike: Whatever may occur, I will find you!
- Mike: How many cigars equal a dead cow anyway?
- Janelle: Twelve.
- James: Look at me Mike. I'm twenty-six, I'm single..., and I'm holding the ashes of a dead cow
The Deer Hunter [3.4]Edit
- Mike: (slapping Paul on the but) Way to go Paulie.
- [Paul walks away]
- Mike: It's a lot firmer than you think.
- Stuart:: I take my coffee the way I take my women.
- Stacy:: Are you sure you want to pay $75 for a cup of coffee?
- Janelle: Look, do what I do. Picture Stuart as a new puppy. Is it helping.
- Stacey: Nope, still trying to hump my leg
- [Mike aims and purposefully misses the adult deer]
- Nolan: Wow. I didn't even see that one. We don't usually shot babies but that was a hell of a shot. (laughs)
- Carter: Mike, shouldn't we wear the oranges?
- Mike: Oh, forget the oranges.
- [Mike opens the door and a gunshot is heard]
- Mike: Let's orange up.
- [Mike and Carter have taken the wounded deer to a hospital]
- Doctor: what are you doing, that is a deer
- Mike: Oh darn, that means I’ve got Ed strapped to the roof of my car
- [Filling out patient admission forms at the hospital for the deer]
- Carter: Blood type?
- Mike: Deer? [off Carter’s look] Deer negative.
- Carter: ‘Relationship to patient’ oh that’s easy: Assassin!
- Mike: Listen Carter, I may have shot him, but you ate his mother!
It Happened One Night [3.5]Edit
Three Men and a Little Lady [3.6]Edit
- Deidre: [Meeting Carter and Rags for the first time] Right, you're the gay guy. [She opens her robe, flashing him] So this means nothing to you? [Carter stares in shock and covers Rags' eyes]
- Mike: Paul, ever since you got married, you have been nothing but excuses
- Paul: Well that's not true!
- Mike: Paul, you've been married five months, you've celebrated your anniversary seven times!
- Paul: Mike, Claudia needs me.
- Mike: I need you!
- Paul: Claudia depends on me.
- Mike: I depend on you!
- Paul: Claudia gives me sweet lovin'.
- Mike: ......I depend on you!
An Officer and a Gentleman [3.7]Edit
Quest for Fire [3.8]Edit
The Kidney's All Right [3.9]Edit
Gobble the Wonder Turkey Saves the Day [3.10]Edit
Local Hero [3.11]Edit
- [James is in a Michael Jackson costume and Carter walks in with his costume covered in a coat cover]
- Carter: (sees James and tosses his costume to the floor) DAMN IT!
- [Stuart is wearing a Bill Clinton mask]
- Stuart: (in a Bill Clinton like voice) Deny, deny, deny.
- [Mike and Carter are looking for Councilman Pete]
- Carter: (in a bunny suit) Mike, hurry up!
- Mike: I can't run in this suit!
- [Mike runs into a phone booth and changes into a Superman costume]
Monkey Business [3.12]Edit
- [Mike is sitting on the Mayor's lap]
- Mayor: (in a Santa suit) Well, young man, what do you want for Christmas?
- Mike: Uh, my dignity back.
- Lloyd and Carter: (together) You're disgusting.
- Alfred and Stuart" (together) Bite me.
- [Carter is having a dream about the future]
- Old Stuart: Long time no see. How old are you now?
- Mike: (Looks exactly the same) Eighty-eight.
- Stuart: You know who I can't believe is still alive?
- Carter: Who? Ha.
- [Camera shows Rags sitting on a chair]
Taxi Driver [3.13]Edit
The Nutty Deputy Mayor [3.14]Edit
- Carter: I don't get this rock-papers-scissor. Why does paper beat rock?
- Paul: It just does!
- Carter: Why don't you grab a piece of paper, I get a rock, we'll meet at the playground and then let's see what beats what!
- Mike: Was there a reason why you would do this to me?
- Stuart: Did you not strut down a runway in a 300 pound fat-suit?
- Mike: Yeah.
- Stuart: Then I don't understand the question...
Not in the Line of Fire [3.15]Edit
Internal Affairs [3.16]Edit
- The Mayor and team are on a stakeout in a police van
- Mayor: What sort of action are we tracking?
- Carter: Sir, this area is dominated by the world's oldest profession.
- Mayor: [nods] Bankers.
Dick Clark's Rockin' Make-Out Party '99 [3.17]Edit
- Mike is listing sexual harassment items against Stuart
- Mike: Item 10: Inappropriate use of the word "mount". Item 11: Pushing the elevator button without using his hands. (pause) What floor?
- Stuart: 3rd
- Mike: That's not bad.
- Mayor: I complimented Judge Stenciler's mustache today.
- Janelle gasps
- Mayor: I know... She was not happy.
- Janelle is walking in on the Mayor, Paul, and Carter practicing the waltz
- Janelle: With the new security cameras, I'll bet some guard is getting a kick out of this.
- Guard (sitting in the security cam room): Shake it, fellas. Shake it.
- Mike: So - has anybody felt harassed by Stuart?
- Paul: Stuart has been publishing naked pictures of me to the internet!
- Mike: That's not harassing you, Paul, that's harassing the internet.
- Marie: I don't know what it is about you, James. You just seem so mature.
- James: Maybe it is because you teach 4th grade.
- Stuart and Diedre is having a fight, after their break-up
- Stuart: I slept with your sister!
- Dierdre: I was there, you idiot!
Back to the Future IV: Judgment Day [3.18]Edit
- Mike: This is like stepping back in time.
- Owen: The past is prologue, Michael. Men like us have to keep looking to the future.
- Mike: What the hell are you talking about?
- Owen: I don't know.
- Mike: (reading Owen's list)Things to do: Banish Satan and the forces of Evil; build the New Jerusalem; buy milk...
- Owen: Damn! I always forget the milk!
Politically Incorrect [3.19]Edit
That's Entertainment [3.20]Edit
The Last Temptation of Mike [3.21]Edit
Carter & Stuart & Bennett & Deirdre [3.22]Edit
The Mayor With Two Brains [3.23]Edit
Wall Street [3.24]Edit
Klumageddon (1) [3.25]Edit
Klumageddon (2) [3.26]Edit
Carter in the Bronx [4.1]Edit
James and the Giant Speech [4.2]Edit
- Mike: James! Good news buddy, you are back on speech duty. Now I don't want to put too much pressure on you, but you got to write me something amazing.
- James: You got it, Mike. [tries to leave]
- Mike: No no no James you don't understand. This has to be brilliant, I mean, it has to be inspiring.
- James: No sweat, I'll crank something out by lunchtime
- Mike: Not with that attitude you won't! Look, where are the nerves. Where's the fear? Do you know what great athletes do before the big game?
- James: Steroids?
All the Mayor's Men [4.3]Edit
These Shoes Were Made for Cheatin' [4.4]Edit
Rebel Without a Chair [4.5]Edit
The Mayor May Not [4.6]Edit
Scott Crane Show [4.7]Edit
How to Bury a Millionaire [4.8]Edit
- Paul: Guess what I am doing tonight. A: Going to the gym. B: Being a contestant on "Who Wants To Be A Millionaire?".
- Mike: Well, we know it's not the gym.
- Carter: I have to drop Rags off at Doggie Day-Care.
- Mike: Doggie Day-Care? Remind me not to give you a raise.
- Janelle: [Watching TV. Nikki comes in and takes the remote] Hey, what are you doing?
- Nikki: Watching Paul on "Who Wants To Be A Millionaire?" He's up to the $500,000 question.
- Janelle: Well, I want to make sure the well doesn't collapse on the Mayor.
- Nikki: Janelle, even if it does, you know they'll interrupt "Millionaire.
- Janelle: ...That's true. [Changes the channel]
- Regis Philbin: [After Paul is up to $500,000] Paul, you're on fire! What is your secret?
- Paul: I'M GUESSING!
- Janelle: [Paul is trying to decide on answering the $1 million question] Come on, Paul, say something!
- Nikki: Just take the money. I'll learn to love you.
The Thanksgiving Show [4.9]Edit
- Mike: And remember, don't anybody tell Paul about this 'cause he's got a big mouth!
- Paul: Who has a big mouth? Tell me! I wanna know! I wanna tell other people!
The Doorman Always Rings Twice [4.10]Edit
Mustang Mikey [4.11]Edit
My Dinner With Caitlin (a.k.a. Christmas 1999) [4.12]Edit
A Tale of Two Sisters [4.13]Edit
The Marry Caitlin Moore Show [4.15]Edit
Suffragette City [4.16]Edit
Mike's Best Friend's Boyfriend [4.17]Edit
The Pig Whisperer [4.18]Edit
Uneasy Rider [4.19]Edit
About Last Night [4.20]Edit
Don't Get on the Bus [4.21]Edit
An American Deputy Mayor in Paris [4.23]Edit
The Commitments [4.24]Edit
Goodbye (1) [4.25]Edit
- Dr. Peterson: Mike, are you angry at me, or are you angry at your penis?
- Mike: Is that the only class you took in training school?
Goodbye (2) [4.26]Edit
- Mike: If you take the fall, then the whole staff goes down with you. This way, only one person gets hurt.
- Mayor Winston: But why can't that person be Paul?
- Mike: Make sure this Tony guy doesn't think you're still dating him.
- Nikki: Fine, I will die alone with 17 cats.
Hello Charlie [5.1]Edit
- Caitlin: What's your excuse?
- Charlie: I have an excuse, but it's really not the time right now.
- Caitlin: Yes it is.
- Charlie: Well, I flew with air Sweden yesterday.
- Caitlin: Oh, don't tell me, you met some fancy stewardess and ended up going to her hotel.
- Charlie: ...
- Caitlin: Oh my god.
- Charlie: Stuart, says here you're with the war against pornography.
- Stuart: You're reading that wrong, it's the war against the war against pornography.
- Charlie: I thought that was a typo.
- Caitlin: Do you remember anything about this woman?
- Charlie: Ehr...
- Caitlin: You pig!
- Charlie: Wait, something's coming.
The Spanish Prisoner [5.3]Edit
- Carter: Stuart, Rags was swept to the street last day and accidentally taken to the pound.
- Stuart: He was found without a leash and than committed a G&B.
- Carter: ...
- Stuart: Growl and Bite.
- Carter: Come on, you're in charge of this, make a call and set him released.
- Stuart: Can't do that Carter, if I release Rags we have to release that Poodle we napped for a DNR.
- Carter: ...
- Stuart: Dump -N- Run.
The Bone Collectors [5.4]Edit
Blind Faith [5.5]Edit
Balloons over Broadway [5.6]Edit
Lost and Found [5.7]Edit
All the Wrong Moves [5.8]Edit
- Stuart: Hey Paul, nice suit... wait a minute, today's the Bagel.
- Charlie: What's the Bagel?
- Stuart: Every year when Paul asks the mayor for a raise he gives him... the bagel.
- Carter: [Walks in] Hey Paul, hey today's the bagel.
- Stuart: How are we going to find a gay guy in here.
- Caitlin: Let me do it, I'll just give him the look, if he doesn't return it, he's gay.
- Caitlin: [Gives look to guy, guy looks away] Excuse me, you're gay right?
- Guy: No.
- Caitlin: Excuse me, but you are.
- [Guy walks away]
- Caitlin: 'Couple years of therapy, he'll find it out.
The Burgers of Wrath [5.9]Edit
Toy Story [5.10]Edit
The Perfect Dorm [5.11]Edit
Hey Judith [5.12]Edit
The Gambler [5.13]Edit
In the Company of Dudes [5.14]Edit
The Image Maker [5.15]Edit
Rain on My Charades [5.17]Edit
You've Got Male [5.18]Edit
Minor League [5.19]Edit
Science Friction [5.20]Edit
Brotherly Love [5.21]Edit
A Shot in the Dark (1) [5.22]Edit
A Shot in the Dark (2) [5.23]Edit
The Arrival (1) [6.1]Edit
A Tree Falls in Manhattan (2) [6.2]Edit
Wife with Mikey [6.3]Edit
- Mike: You've got some nerve barging into your office telling me how to do your job!
- Charlie: That didn't make any sense.
- Mike: I figured if I yelled, you wouldn't notice.
The Apartment [6.4]Edit
Yet Another Stakeout [6.5]Edit
Yeah Baby! [6.6]Edit
Sleeping with the Enemy [6.7]Edit
She's Gotta Habit [6.8]Edit
The Wedding Scammer [6.9]Edit
Fight Flub [6.10]Edit
O Mother, Where Art Thou? [6.13]Edit
Rags to Riches [6.14]Edit
Sex, Lies and Video Date [6.15]Edit
Eyes Wide Open [6.16]Edit
Age Against the Machine [6.17]Edit
An Affair Not to Remember [6.18]Edit
Let's Give Them Something to Talk About [6.19]Edit
Look Who's Not Talking [6.20]Edit
A Tale of Four Cities [6.21]Edit
A Friend in Need [6.22]Edit
- Michael J. Fox - Mike Flaherty
- Barry Bostwick - Mayor Randall Winston
- Richard Kind - Paul Lassiter
- Alan Ruck - Stuart Bondeck
- Michael Boatman - Carter Heywood
- Connie Britton - Nikki Faber
- Jennifer Esposito - Stacey Paterno
- Victoria Dillard - Janelle Cooper
- Alexander Chaplin - James Hobert
- Heather Locklear - Caitlin Moore
- Charlie Sheen - Charlie Crawford
- Lana Parrilla - Angie Ordonez
- Carla Gugino - Ashley Shaeffer