James Franco as James

Catherine Keener as Catherine

Fallon Goodson as Patricia

David Strathairn as Delmar

Alan Cumming as Alan

Ken Scott as Narrator (voice)

Mary Beth Peil as Blind Woman

Ben George as Policeman

Carter as Officer Carter

Jermaine Crawford as Teenager

Vince Jolivette as Officer Jolivette

Jon Prescott as Prescott

Jean Carter as Lady in Diner

Bob Zelnick as Mr. Zelnick

Julie Sharbutt as Drugstore Soda Jerk

Madalyn Lester as Woman in Cast

Meredith Anne Bull as Girl in Diner (uncredited)