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| Adrien Brody | Van Kurtzman |
| Ben Foster | Ben Kurtzman |
| Orlando Jones | Little Melvin |
| Bebe Neuwirth | Ada Kurtzman |
| Joe Mantegna | Nate Kurtzman |
| Rebekah Johnson | Sylvia |
| David Krumholtz | Yussel |
| Richard Kline | Charlie, Nate's Assistant |
| Vincent Guastaferro | Pete, Nate's Assistant |
| Justin Chambers | Trey Tobelseted |
| Carolyn Murphy | Dubbie the Blonde |
| James Pickens Jr. | Sylvia's Father |
| Frania Rubinek | Rose (Grandma) |
| Anthony Anderson | Scribbles |
| Kiersten Warren | Annie the Stripper |
| Evan Neuman | Sheldon |
| Kevin Sussman | Alan Joseph Zuckerman |
| Gerry Rosenthal | Murray |
| Charley Scalies | Louie |
This semi-autobiographical film by Barry Levinson follows various members of the Kurtzman clan, a Jewish family living in suburban Baltimore during the 1950s. As teenaged Ben completes high school, he falls for Sylvia, a black classmate, creating inevitable tensions. Meanwhile, Ben's brother, Van, attends college and becomes smitten with a mysterious woman and their father tries to maintain his burlesque business.
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