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| Gregory Smith | Henry Nearing |
| Jordana Brewster | Grace Chance |
| Ashley Johnson | Merna Ash |
| Chad Faust | Lance |
| David Morse | Shep Nearing |
| Brian Doyle Murray | Clement C. Haydes |
| Logan Bartholomew | Tripp |
| Sharon Lawrence | Mrs. Ash |
Having recently lost his mother, teenager Henry Nearing develops a crush on seductive classmate Grace, who toys with him. Though he has been friends with Merna for a long time, he fails to see her sincere attraction to him, instead, he wastes time with the uncaring Grace.
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