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| Heather Matarazzo | Judith |
| Zach Braff | Wesley |
| Michael Weston | Jimmy |
| Bebe Neuwirth | Trix |
| Mark Blum | Darrell |
| Bo Hopkins | Officer Caminetto |
| Sonja Sogn | Lynn |
| Tristine Skyler | Irene |
| Chris North | Sonny |
| Kevin Black | Brady |
| Mary McCormack | Leila Lee |
| Jacob Reynolds | Lamar Pike Jr. |
| Leo Burmester | Lamar Pike Sr. |
| Celia Weston | Bottle Lady |
| Craig Anthony Grant | Ticket Clerk |
Wesley and his lonely younger sister, Judith, are waiting at a bus station. A teen named Jimmy, claiming to know Judith from school, approaches the siblings and starts a conversation. The highly imaginative Jimmy begins making up stories about the surrounding passengers at the station, and Judith joins him in visualizing the invented tales. However, over time, their conversation becomes more personal, and their bond more deeply felt.
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