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- Emile Hirsch as Frank Flannigan
- Stephen Dorff as Jerry Lee Flannigan
- Dakota Fanning as Annie James
- Kris Kristofferson as Earl Hurley
- Joshua Leonard as Tommy
- Dayton Callie as Uncle Gary
- Noah Harpster as Al Casey
- Jenica Bergere as Polly Flynn
- Andrew Lee as 14-year-old Frank
- Garret Backstrom as 16-year-old Jerry Lee