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| James Spader | E. Edward Grey |
| Maggie Gyllenhaal | Lee Holloway |
| Jeremy Davies | Peter |
| Patrick Bauchau | Dr. Twardon |
| Stephen McHattie | Burt Holloway |
| Oz Perkins | Jonathan |
| Jessica Tuck | Tricia O'Connor |
| Amy Locane | Lee's Sister |
| Lesley Ann Warren | Joan Holloway |
| Mary Joy | Sylvia |
| Michael Mantell | Stewart |
| Sabrina Grdevich | Allison |
| Lily Knight | Paralegal |
| Lacey Kohl | Louisa |
| Julene Renee | Jessica |
Lee Holloway, a young woman with a history of severe emotional problems, is released into the care of her overbearing parents following a stay at a mental institution. She finds work as a secretary for a rigid and demanding attorney, E. Edward Grey, and starts dating the kind but dull Peter . However, Lee soon realizes she's turned on by Grey's stern demeanor, and begins a sadomasochistic relationship with him.
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