Naomi Watts as Rachel Keller

Simon Baker as Max Rourke

David Dorfman as Aidan Keller

Elizabeth Perkins as Dr. Emma Temple

Gary Cole as Martin Savide

Sissy Spacek as Evelyn

Ryan Merriman as Jake

Emily VanCamp as Emily

Kelly Overton as Betsy

James Lesure as Doctor

Daveigh Chase as Samara (archive footage)

Kelly Stables as Evil Samara

Cooper Thornton as Father of Emily

Marilyn McIntyre as Mother of Emily

Jesse Burch as Male Reporter

Michael Chieffo as Printing Staffer

Steven Petrarca as Young Detective

Michael Dempsey as Desk Sergeant

Kirk B.R. Woller as Detective

Jeffrey Hutchinson as Coroner Attendant

Chane't Johnson as Adoption Counselor

Mary Joy as Sister Elizabeth

Michelle Anne Johnson as Nurse

Teri Bibb as Head Nurse

Jill Farley as Second Nurse

Aleksa Palladino as Young Nurse

Victor McCay as Desk Man

Brendan Quinlan as Rental Car Owner

Phyllis Lyons as Mother of Jake

Mary Elizabeth Winstead as Young Evelyn

Amy Haffner as Young Sister Elizabeth

Ted Detwiler as Cop #1

Stephen Holland as Cop #2

Omer Stephens III as Game Attendant

Jonathan Coburn as Marble Man

Caitlin Mavromates as Baby Samara

R. Michael David as Farmers Market Patron