(2) Victory Park, River Road, Rumson. Alyssa and Holden fall in love on the park's swings. The Oceanic Fire House and Oceanic Bridge are in the background.

(3) The Galleria, Bridge Avenue, Red Bank. Holden bids Banky bye-bye at this train station set. An earlier shot of the actual train station is featured, too.

(4) The Marina Diner, Route 36 and Seeley Street, Belford, Middletown Township. Silent Bob speaks! Smith, playing the nontalkative one, opens up about losing the love of his life. Jay and Holden listen.

(5) Berkeley Carteret Hotel, Ocean Avenue, Asbury Park. Site of the comic book convention.

(6) Side Street. Mechanic Street, Red Bank, where Alyssa and Banky argue in the rain

(7) "Red Bank, New Jersey." Wide shot of Broad Street, Red Bank, where Banky and Holden live. You can see Prown's department store in the background.

(8) Take a Shot Billiards Club, House of Coffee, Background shots, Bridge Avenue, Red Bank.

(9) Asbury Park Boardwalk, Ocean avenue, Asbury Park. Holden and Alyssa play skeeball.

(10) Red Bank Catholic High School, Broad Street, Red Bank. Banky waxes on the charms of underage girls in school uniforms.

(11) Ocean Ice Palace, 197 Chambersbridge Rd. Brick Township. Ice hockey game.

(12) Quick Stop, 58 Leonard Ave., Leonardo, Middletown Township. A loudmouth spills the beans on Alyssa's sexual peccadilloes in front of the store Smith immortalized in his 1994 film, "Clerks".