Kyra Sedgwick as Emily

Dominic Scott Kay as Paul (6 years old)

Kevin Bacon as Marty

Blair Brown as Jeanette Rawley

Matt Dillon as Mark

Oliver Platt as Mr. Pomeroy

Campbell Scott as Paul's Father

Marisa Tomei as Sybil

Sosie Bacon as Emily (10 years old)

Travis Bacon as Lenny

John Lafayette as Allen Rawley

Jessica Stone as Anita Biddle

Melissa Errico as Miss Silken

Sandra Bullock as Mrs. Harker

Nancy Giles as Principal

Carolyn McCormick as Ruth

Naelee Rae as Allison (6 years old)

Valyn Hall as Allison (16 years old)

Spencer Treat Clark as Paul (16 years old)

John Elsen as UPS Delivery Man

Nick Gregory as Library Donor

Andrew Polk as Coke Bottle Glasses Donor

John Legend as Memphis Parking Lot Donor

Steven Hinkle as School Kid #1 (uncredited)

Robert Sedgwick as Emily's 3rd Grade Teacher