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| Kyra Sedgwick | Emily Stoll |
| Kevin Bacon | Marty Stoll |
| Blair Brown | Jeannette |
| Matt Dillon | Mark |
| Oliver Platt | Mr. Pomeroy |
| Campbell Scott | Paul's Father |
| Marisa Tomei | Sybil Stoll |
| Dominic Scott Kay | Paul |
| Sosie Bacon | Child Emily |
A quirky, overly possessive single woman is taken aback by her young son Paul's growing independent streak. After unsuccessfully trying to strengthen their bond by taking the boy on vacation, Emily returns home and enrolls him in school. Believing that Paul is slipping away from her, Emily becomes unhinged.
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