Christopher Plummer as Flash Madden

Michael Angarano as Cameron Kincaid

M. Emmet Walsh as Mickey Hopkins

Robert Wagner as Taylor Moss

Mimi Kennedy as Judy Kincaid

Mitch Pileggi as Floyd

Adam Visco as Bully

Joshua Boyd as Murphy White

Tracey Walter as Mr. Klein

Taber Schroeder as Brett Raven

Sarah Schroeder-Matzkin as Nurse

Jody Ashworth as Orson Welles

Ed Marques as Man in Theater

Carlene Moore as Woman in Theater

Pete Antico as Murray

John Rezig as Young Flash

Rob Reinis as Teacher

Steven Christopher Parker as Projectionist

Jesus Mayorga as Gardener

George Murdock as Richard Butler

Margaret Blye as Mildred Bahr

Francesca P. Roberts as Juanita

Kevin Benton as Studio Security Guard

James O'Connell as Big John

Ellen Geer as Mrs. Erskine

Allan Rich as Speed

Julia Vera as Montana

Tierre Turner as Jailer #1

Declan Joyce as Jailer #2

Jay Donohue as LA Film School Emcee

Peter Dennis as Bernie

Robert Harvey as Butch

Abby Singer as Self

Sonia Enriquez as Swimmer

Leilani Caluya as Cameron's Classmate

Randolf Turrow as School Teacher

Brad Grunberg as Video Store Manager (uncredited)

Branden Weslee Kong as High School Student (uncredited)

David McDivitt as Camera Crew (uncredited)

Ryan Thomas as Brett Raven's Crew (uncredited)

Tom West as Car Owner (uncredited)