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- Hayden Christensen as David Rice
- Rachel Bilson as Millie Harris
- Samuel L. Jackson as Roland Cox
- Jamie Bell as Griffin O'Connor
- Diane Lane as Mary Rice
- Teddy Dunn as Mark Kobold
- Michael Rooker as William Rice
- Kristen Stewart as Sophie
- Tom Hulce as Mr. Bowker
- Barbara Garrick as Ellen
- Max Thieriot as David Rice (15-year-old)
- AnnaSophia Robb as Young Millie Harris
- Jesse James as Young Mark