|Gregory Smith||Henry Nearing|
|Jordana Brewster||Grace Chance|
|Ashley Johnson||Merna Ash|
|David Morse||Shep Nearing|
|Brian Doyle Murray||Clement C. Haydes|
|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.