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- Shirley MacLaine as Aurora Greenway
- Bill Paxton as Jerry Bruckner
- Juliette Lewis as Melanie Horton
- Miranda Richardson as Patsy Carpenter
- Ben Johnson as Arthur Cotton
- Scott Wolf as Bruce
- George Newbern as Tommy Horton
- Marion Ross as Rosie Dunlop
- Mackenzie Astin as Teddy Horton
- Donald Moffat as Hector Scott
- Jack Nicholson as Garrett Breedlove
- China Kantner as Jane