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- James Spader as E. Edward Grey
- Maggie Gyllenhaal as Lee Holloway
- Jeremy Davies as Peter
- Lesley Ann Warren as Joan Holloway
- Stephen McHattie as Burt Holloway
- Jessica Tuck as Tricia O'Connor
- Oz Perkins as Jonathan
- Amy Locane as Lee's Sister
- Patrick Bauchau as Dr. Twardon