Rachel Bilson as Emma Twist

Tom Sturridge as Will Donner

Matthew Davis as Aaron

Scott Mechlowicz as Jim Donner

Richard Jenkins as Richard Twist

Blythe Danner as Miranda Twist

Jaime King as Susan Donner

Nikki Blonsky as Dolores

Nelson Franklin as Joe

Richard Gant as Albert

Roz Ryan as Dorothy

K.C. Clyde as

Jamey Anthony as

John Ross as Will's Dad