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| Scott Caan | Scotty |
| Robert Downey Jr. | Terry |
| Stacy Edwards | Sheila King |
| Allan Houston | Dean Carter |
| Gaby Hoffman | Raven |
| Kidada Jones | Jesse |
| Jared Leto | Casey |
| Marla Maples | Muffy |
| Joe Pantoliano | Bill King |
| Bijou Phillips | Charlie |
| Power | Rich Bower |
| Raekwon | Cigar |
| Claudia Schiffer | Greta |
| William Lee Scott | Will King |
| Brooke Shields | Sam Donager |
| Ben Stiller | Mark Clear |
| Eddie Kaye Thomas | Marty King |
| James Toback | Arnie Tishman |
| Mike Tyson | Himself |
| Elijah Wood | Wren |
| Kim Matulova | Kim |
Rich Bower is an up-and-coming star in the hip-hop world. Everyone wants to be around him, including Raven and her fellow upper-class white high school friends. The growing appeal of black culture among white teens fascinates documentary filmmaker Sam Donager, who sets out to chronicle it with her husband, Terry . But before Bower was a rapper, he was a gangster, and his criminal past comes back to haunt him and all those around him.
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