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Adam Goldberg plays Adrian Jacobs, a struggling avant-garde composer whose complex music contrasts sharply with the commercial art scene around him.

Marley Shelton portrays Madeleine Gray, an ambitious and influential gallery owner who becomes entangled with Adrian professionally and romantically.

Eion Bailey takes on the role of Josh Jacobs, Adrian's brother, a successful painter who frequently questions the artistic value of his own commercial work.

Lucy Punch appears as The Clarinet, a musician in Adrian's ensemble, who adds a touch of whimsy and curiosity to the film's exploration of the arts.

Vinnie Jones plays Ray Barko, a conceptual artist known for his outlandish and bizarre sculptures that challenge the boundaries of art.

Zak Orth assumes the role of Porter Canby, a critic and art aficionado whose opinions hold significant weight in the art community.