Sean Penn as Sam Dawson

Michelle Pfeiffer as Rita Harrison Williams

Dianne Wiest as Annie Cassell

Dakota Fanning as Lucy Diamond Dawson

Richard Schiff as Mr. Turner

Loretta Devine as Margaret Calgrove

Marin Hinkle as Patricia

Laura Dern as Randy Carpenter

Brad Silverman as Brad

Joseph Rosenberg as Joe

Stanley DeSantis as Robert

Doug Hutchison as Ifty

Bobby Cooper as George

Mary Steenburgen as Dr. Blake

Eileen Ryan as Estelle Dawson

Michael B. Silver as Dr. Jaslow

Rosalind Chao as Lily

Ken Jenkins as Judge Philip McNeily

Wendy Phillips as Miss Wright

Mason Lucero as Conner Rhodes

Scott Paulin as Duncan Rhodes

Kit McDonough as Ms. Davis

Kimberly Scott as Gertie

Chase MacKenzie Bebak as Willy Harrison

Rafer Weigel as Bruce

Emiko Parise as Nurse

Pamela Dunlap as Grace

Brent Spiner as Shoe Saleman

David Nathan Schwartz as Principal

Kathleen Robertson as Big Boy Waitress

Karen Bankhead as Rita's Colleague

Janet Adderley as Obnoxious Mom

Katie McGloin as Cristina

Steven Maines as Collin

Dennis Fanning as Vice Cop

David Poynter as Cafeteria Worker

R. D. Call as Cop at Park

Elle Fanning as Lucy (2 Years Old)

Russ Fega as Starbucks Angry Man

Molly Gordon as Callie