Sam Rockwell as Douglas Varney

Michelle Monaghan as Kara Varney

Olivia Wilde as Elizabeth Roberts

Jane Fonda as Pharmacy Customer

Ray Liotta as Jack Roberts

Norbert Leo Butz as Agent Andrew Carp

Ben Schwartz as Noah

Ken Howard as Walter Bishop

Jenn Harris as Janet

Harrison Holzer as Ethan Varney

Peter Jacobson as Dr. Roth

Sonnie Brown as Principal Song-Carmichael

Ron Heneghan as Officer Willits

Ken Arnold as Ed

Tracy McMullan as Bree Bishop

Bethany Hoffman as Miss D'Francesco

Wil Love as Mr. Aanenson

Michael Shawn Montgomery as Arnold Morello

Amanda Ellis as Young Girl

Regen Wilson as Brian

Shane Tunney as Waiter

Richard Pelzman as Rick Scruggs

Lauren White as Kaye Tashman

Jency Griffin Hogan as David Chen

Nasir Phillips as Wise-Ass Boy

Jason Glass as Hipster Teenager

Doug Roberts as Bartender

Pete Rockwell as Old Man Cyclist

Michael Eustace as Boy in Classroom

Catherine Mann as Girl in Classroom

Lee Ordeman as Local Dad

Tommy Lee as Sensei

Jeffrey Mowery as Bike Rice Official (uncredited)