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  • William's mother kinda freaks people out.
  • Elaine and Anita arguing.
    Elaine: What's under your coat?
    Anita: [pulls a vinyl copy of Simon & Garfunkel's Bookends.] It's unfair we can't listen to our own music.
    Elaine: It's because Bookends is about drugs and promiscious sex.
    Anita: Mom, Simon and Garfunkel is poetry.
    Elaine: Poetry that's about drugs and promiscious sex. Honey, they're on pot. [points to the duo's eyes]
    • And what's funnier is what happens afterward.
      Anita: FECK YOU!
      Elaine: Hey!
      Anita: THIS IS A HOUSE OF LIES!!
      Elaine: Well, there it is. Your sister said the F word.
      William: I think she said "feck".
      Elaine: Oh, what's the difference?
      William: The letter "U".
  • "Rock stars have kidnapped my son."
    • It's the female student writing that down in her notes that really sells it.
  • "That's right, leave me behind. I'm easy to forget. I'm only the FUCKING lead singer!"
    • Plus the subsequent "I'm on drugs!"
    • Then the next day ... "I hurt the flower." "You hurt the flower? That's nice, let's go."
  • And this famous gem:
    Drummer: "Fuck it, I'm GAY!" (Absolute silence)
    Pilot: "I think we're gonna get out of this alive! Sweet relief! Oh, sweet relief-!" (Drummer slowly shuts door).
    • Even funnier: that's his only line in the whole movie.
    • Also, the incredible egotism of the musicians thinking that they ARE going to die. They make such a big deal out of a little turbulence from a little electrical storm and, oh, God forbid, they're going to make an unscheduled landing in a FIELD. (Obviously they've got another celebrity's death in mind.)
      • It's justified, though - the pilots think they're going to die.
  • Stillwater's reaction to William's article, especially its lead singer:
    Jeff: "Rock 'n' Roll can change the world"? "The chicks are great"? I sound like a dick!
    Russell: *To himself* You are a dick.
    Jeff: Is it that hard to make us look cool?!
    Drummer: Russell, this kid's got you tripping on acid, standing on some fan's rooftop screaming "I am a Golden God."
    Russell: Wait a minute, I never said I was a Golden God.... Or did I?...
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  • This little gem from William meeting the band for the first time:
    William Miller: Russell. Jeff. Ed. Larry. I really love your band. I think the song "Fever Dog" is a big step forward for you guys. I think you guys producing it yourselves, instead of Glyn Johns, was the right thing to do. And the guitar sound... is incindiary. Incendiary. Way to go. [He turns to leave. The band members regard one another for a moment]
    Russell Hammond: Well, don't stop there!
    Jeff: Yeah, come back here! I'm incendiary, too, man!
  • Russell discovers some real Topeka people:
    Russell: You, Aaron, are what it's all about. You're real. Your room is real. Your friends are real. Real, man, real. *Flips the room's light switch on and off* You know? Real. You're more important than all the silly machinery.... silly machinery, and you know it! In eleven years its going to be 1984, man, think about that!
    Aaron: Wanna see me feed a mouse to my snake?
    Russell Hammond: Yes.
    • Even funnier because it's not clear if Russell is just lost in the moment/adulation or high on drugs. A few minutes later William has to shout out at the partygoers asking them to please not give Russell any more acid, thus confirming that, yeah, he was probably high on drugs.
  • Michael Angorano's performance as young William is just all kinds of awesome:
    Young Will: I look so much younger than everyone else [in my class].
    Elaine: Enjoy it while you can.
    Anita: Mom, it's time.
    Elaine: Can this wait til we get home?
    Anita: Mom. Pull over. Tell him the truth- tell him how old he is.
    Elaine: *Pulls over* He knows how old he is.
    Anita: The other kids make fun of him because of how young he looks. Nobody includes him; they call him "The Narc" behind his back.
    Will: They do?
    Elaine: What's a narc?
    Anita: A narcotics officer.
    Will: C'mon, you guys. It's no big deal. I'm twelve. She skipped me a grade- big deal, I'm a year younger. They're thirteen, I'm twelve. *Silence* Aren't I?
    Elaine: I also put you in first grade when you were five and never told you.
    Will: ...So I'm how old?
    Elaine: You're eleven!
    Will: *Beat* Eleven?
    Elaine: So you skipped fifth grade! There's too much padding in the grades, I taught elementary school-
    Will: ELEVEN?! *Sighs* This... explains... so much.
    Anita: You've robbed him of an adolescence!
    Elaine: *Scoffs* Adolescence is a marketing tool.
    Anita: *To Will* Honey, I know you were expecting puberty but you're just going to have to shine it on for a little while.
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  • This phone conversation with Elaine and Sapphire:
    Elaine: May I speak with William, please?
    Sapphire: He's not here. He's down in the bar with the band. They just got back from the radio station. Is this Maryann with the pot? (Beat) Hello?
    Elaine: No, this is not Maryann with the pot. This is Elaine. His mother. Could you please give him a message for me? Could you tell him to call home immediately? And could you also tell him - I Know What's Going On.
    Sapphire: All right, okay. But I'm just going to say this, and I'm going to stand by it: you should be really proud of him. 'Cause I know men, and I'll bet you do too. And he respects women, and he likes women, and let's just pause and appreciate a man like that. I mean, you created him out of thin air, and you raised him right, he's having a great time, he's doing a good job, and don't worry - he's still a virgin. And we're all looking out for him. And that's more than I've ever even said to my own parents, so there you go... This is the maid speaking, by the way.
  • This leads to a shot so great they put it in the trailer — as the tour bus is pulling out of a venue (at high speed because the band refuses to complete their set out of safety concerns), Sapphire suddenly remembers the message. The camera looks over William's shoulder out the bus window as she runs alongside the bus shouting, "William? I forgot to tell you. Your mom called. She says you gotta call home immediately. And she says to tell you, I know what's going on." She then runs full tilt into a wall as William turns back towards the camera, looking petrified.
  • Even better is the phone conversation between Elaine and Russell, after Russell grabs the phone away from William:
    Russell: Hey, mom! It's Russell Hammond. I play guitar in Stillwater. Hey, how does it feel to be the mother of the greatest rock journalist we've met? Hello? Hello...? Look, you've got a really great kid here. There's nothing to worry about. We're taking good care of him, and you should come to the show sometime - join the circus...
    Elaine: Hey, hey, listen to me, mister. You're charm doesn't work on me - I'm on to you. Of course you like him.
    Russell: Well, yeah...
    Elaine: He worships you people. And that's fine by you as long as he helps make you rich.
    Russell: (offended) Rich? I don't think so...
    Elaine: Listen to me. He's a smart, good-hearted fifteen year old kid with infinite potential. (Russell turns to look at William) This is not some apron-wearing mother you're speaking with - I know all about your Valhalla of decadence and I shouldn't have let him go. He's not ready for your world of compromised values and diminished brain cells that you throw away like confetti. Am I speaking to you clearly?
    Russell: Yes...Yes, ma'am.
    Russell: Uh, yes, ma'am.
    Elaine: I didn't ask for this role, but I'll play it. Now go do your best. Be bold, and mighty forces will come to your aid. Goethe said that. It's not too late for you to become a person of substance, Russell. Please get my son home safely. You know, I'm glad we spoke.
    (Elaine hangs up the phone; Russell can only stare in stunned silence)
    • Roger Ebert in particular noted the Thousand-Yard Stare on Billy Crudup has on his face during this scene, years of rock star cool melting away and leaving him a normal man scared of his mother.
  • The scene (only in the Director's Cut) where William's walking through the high school parking lot and the school sign says "WILLIAM MILLER IS TOO YOUNG TO DRIVE OR FUC", with the custodian removing the "K" seen over William's shoulder as he walks past.
  • Some time after William is "deflowered":
    Russell: Hey William, we showed you America. Did everything but get you laid.
    (Will tries unsuccessfully to hide his smirk)
    Russell: ...NO.
    The entire band: NO!!