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| Chris Klein | Kelley |
| Leelee Sobieski | Samantha |
| Josh Hartnett | Jasper |
| Michael Rooker | Michael Arnold |
| Annie Corley | Betsy Arnold |
| Bruce Greenwood | Earl Cavanaugh |
| Annette O'Toole | Jo Cavanaugh |
| Elaine Hendrix | Jennifer Cavanaugh |
| Stuart Wilson | John Morse |
| Ronni Saxon | Robin Arnold |
| Maureen O'Malley | Patty |
| Tac Fitzgerald | Pete |
Kelley Morse, who is cocky and brash, normally would never have crossed paths with the residents of a small town near his posh private school. But when he races his new car against a local boy and destroys a diner, he is sentenced to rebuild the diner and falls in love with the owner's daughter .
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