Joaquin Phoenix plays Doug Holt, a young man from the wrong side of the tracks who becomes involved with the Abbott family.
Liv Tyler portrays Pamela Abbott, a beautiful and carefree young woman caught in a complicated romantic entanglement.
Jennifer Connelly takes on the role of Eleanor Abbott, the elegant yet mysterious matriarch of the Abbott family.
Billy Crudup plays Jacey Holt, Doug's charismatic and troubled older brother with a complex relationship with the Abbott sisters.
Joanna Going portrays Alice Abbott, the rebellious middle sister in the Abbott family who finds herself torn between duty and desire.
Kathy Baker plays Helen Holt, the strong-willed mother of Doug and Jacey, who harbors a secret from her past.
Will Patton portrays Lloyd Abbott, the wealthy and powerful patriarch of the Abbott family, whose influence shapes the lives of those around him.
Michael Sutton plays Steve, a friend of Doug and Jacey who gets caught up in their family drama.
Garrett M. Brown portrays Webb Crosby, a close family friend of the Abbotts who has his own connections to the Holt family.
Barbara Williams plays Joan Abbott, the warm and compassionate wife of Lloyd Abbott, who tries to keep the peace within her family.
Alessandro Nivola takes on the role of Peter Vanlaningham, a suitor vying for the affection of one of the Abbott sisters.
Nicole M. Vassallo portrays Giggling Girl #1, a minor character in the film who adds to the small-town charm of the setting.
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