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| James Woods | Walter O'Brien |
| Nick Nolte | Father Harlan |
| Claire Forlani | Mrs. Hadfield |
| Duel Farnes | Irwin |
| Mark Polish | Willis O'Brien |
| Daryl Hannah | Flower Hercules |
| Graham Beckel | Marvin |
| Josh Barker | Matt |
| Peter Coyote | Eddie |
| Jon Gries | Arnold |
| Robin Sachs | Cup Of Tea |
| Ben Foster | Cod |
| Anthony Edwards | Happy |
| Marshall Bell | Mr. Stalling |
| Kyle MacLachlan | Mr. Hope |
| Michele Hicks | Mrs. Hope |
As Northfork, Montana, is being evacuated in preparation for a new dam, young Irwin lies dying in a local orphanage, with Father Harlan by his side, taking care of him. Also yet to leave are Willis and his father, Walter, who head up the evacuation team. In a comatose state, Irwin has four angelic visitors who hope to find a way for him to leave Northfork, as it faces its demise in the haunting shadow of the dam.
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