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- Tim Redwine as Drew Utley
- Jessica Alba as Samantha Swoboda
- Brandon Baker as Jonny Pasiotopolis
- Kenneth A. Brown as Miles Kitchen
- Patrick Renna as Lanny Nygren
- Randy Quaid as Pat Utley
- Cathy Moriarty as Mrs. Utley
- Louan Gideon as Mrs. Grimes
- Roger Clinton as Carlson
- Henry Winkler as Edward Crow
- Megan Blake as Agent Houlihan