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| Paul Newman | Sully |
| Jessica Tandy | Miss Beryl |
| Melanie Griffith | Toby Roebuck |
| Bruce Willis | Carl Roebuck |
| Dylan Walsh | Peter |
| Pruitt Taylor Vince | Rub Squeers |
| Gene Saks | Wirf |
| Josef Sommer | Clive Peoples, Jr. |
| Philip Seymour Hoffman | Officer Raymer |
| Philip Bosco | Judge Flatt |
| Margo Martindale | Birdy |
| Jay Patterson | Jocko |
Donald ''Sully'' Sullivan is an expert at avoiding adult responsibilities. At 60, he divides all his time between a local bar and the occasional construction job. When his estranged son, Peter, arrives in town, bringing with him a son of his own and a sob story about his failed marriage, Sully finds himself assuming the roles of both father and grandfather. After a life of unchecked self-indulgence, he wonders if he is up to the task.
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