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| Heather Graham | Joline |
| Casey Affleck | Jay |
| Luke Wilson | Carl |
| Goran Visnjic | Neil |
| Patricia Velasquez | Carmen |
| Alfonso Arau | Grampy |
| Mark Ruffalo | T-Bo |
| Kim Dickens | Jenny |
| Clea DuVall | Mimi |
| Art Alexakis | Car Thief |
| Dylan Baker | Carl's Editor |
| Laurel Holloman | Adelle |
| Kymberley McMahan | Hyundai Woman |
| Summer Phoenix | Meg |
| Mary Kay Place | Psychiatrist |
| Jon Stewart | Birthday Party Guest (uncredited) |
After her husband, Carl, suddenly leaves, Joline travels from New York to Texas to track him down. Although Joline tries to remain upbeat, she is discouraged when she discovers that Carl already has a new girlfriend, the lovely Carmen . Familiarizing herself with Carl's new home and friends, Joline gets company in the form of her brother, Jay . Will Joline win Carl back, or are there other romantic possibilities on her horizon?
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