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| Michael Caine | Clarence |
| Bill Milner | Edward |
| Anne-Marie Duff | Edward's Mother |
| David Morrissey | Edward's Father |
| Rosemary Harris | Elsie |
| Elizabeth Spriggs | Prudence |
| Leslie Phillips | Reg |
| Peter Vaughan | Bob |
| Linzey Cocker | Tanya |
| Sylvia Syms | Lilian |
| Ralph Ineson | Mr. Kelly |
| Michael Keogh | Paramedic |
| Garrick Hagon | Douglas |
| Miles Jupp | Vicar |
| Thelma Barlow | Ena |
| Ralph Riach | Clive |
| Angie Inwards | Mavis |
Edward, 10 years old, lives in a house his financially strapped parents converted into a nursing home. Though he doesn't like having elderly housemates, he searches for evidence of an afterlife by recording their dying breaths. When Clarence, an aging magician, moves into the home, Edward finally has a chance to make a real friend.
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