Karen Moncrieff	...	(Director)
Karen Moncrieff	...	(Writer)
David Strathairn	...	Auster
Agnes Bruckner	...	Megan Denning (Meg)
Margaret Colin	...	Diane
Frances Fisher	...	Delia
A.J. Buckley	...	Pat
Regan Arnold	...	Lily
Sarah Buehler	...	Georgia
Dustin Sterling	...	Rob
Michael Joseph Thomas Ward	...	Dad (as Mike Ward)
Wayne Armstrong	...	Don
Aftab Pureval	...	Boy in Class
Wendy Lardin	...	Georgia's Mom
Jenn O'nofrio	...	Blonde Girl
Greg Miller	...	Priest
Michael Raysses	...	Mr. Kastran
Rob Sweeney	...	Cinematographer

Summary: Gifted 18-year-old Meg (Bruckner) has been abandoned by her father and neglected by her hardworking mother. Left to care for her emotionally disturbed younger sister, her world begins to unravel. She finds an outlet in writing poetry and support from her English teacher, Mr. Auster (Straithairn). But what started out as a mentoring relationship begins to get a bit more complex.