Elle Fanning as Phoebe Lichten

Felicity Huffman as Hillary Lichten

Patricia Clarkson as Miss Dodger

Bill Pullman as Peter Lichten

Campbell Scott as Principal Davis

Ian Colletti as Jamie

Bailee Madison as Olivia Lichten

Madhur Jaffrey as Miss Reiter

Mackenzie Milone as Sally

Austin Williams as Tommy

Teala Dunn as Jenny

Caitlin Sanchez as Monica

Marquis Rodriguez as Martin

Gracie Lawrence as Julie

Alicia Nakhjavan as Ellen

Cindy Joo as Sara

Conor Carroll as Jeremy

Miranda Wilkins as Janet

Maya N. Blake as Debby

Tessa Albertson as Alice

Danielle Kotch as 2 Year Old Phoebe

Peter Gerety as Dr. Miles / Humpty Dumpty

Maddie Corman as 1st Teacher / White Rabbit

Max Baker as 2nd Teacher / King of Hearts