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| Jason Priestley | Roy Darpinian |
| Gabriel Olds | Ned Bleuer |
| Jerry O'Connell | Scott Foreman |
| Joe Pantoliano | Harvey Darpinian |
| Steve Railsback | Roy's Father |
| Kurt Fuller | Arturo Gallo |
| Stephen Tobolowsky | Antonio Gallo |
| Emily Warfield | Becky O'Brien |
| Maxwell Caulfield | Man in Bathrobe |
| Stephanie Anderson | Marilyn Monroe |
| Chubby Checker | Himself |
| Cortney Page | Monroe's voice |
In 1962, lifelong friends Roy Darpinian, Ned Bleuer and Scott Foreman have just graduated from their small Nevada town's high school. With time running out before Roy must report for Army training, he is determined to meet his ideal woman, Marilyn Monroe . After he steals a car from his loan-shark employers, Arturo and Antonio, the trio hits the road for Los Angeles.
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