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| Billy Bob Thornton | Karl Childers |
| Dwight Yoakam | Doyle Hargraves |
| J.T. Walsh | Charles Bushman |
| John Ritter | Vaughan Cunningham |
| Lucas Black | Frank Wheatley |
| Natalie Canerday | Linda Wheatley |
| James Hampton | Dr. Jerry Woolridge |
| Robert Duvall | Frank Childers |
| Rick Dial | Bill Cox |
| Brent Briscoe | Scooter Hodges |
| Christy Ward | Melinda |
| Jim Jarmusch | Frostee Cream Boy |
Mentally disabled Karl Childers is released from the mental hospital where he has spent most of his life after murdering his mother and her lover. He soon forms a bond with Frank, a boy whose father committed suicide. When Frank's mother, Linda, lets Karl stay at their house, her cruel boyfriend, Doyle, tries to get Karl removed. Determined to protect his friend, Karl devises a way to save Frank from years of Doyle's abuse.
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