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| Sean Penn | Emmet Ray |
| Samantha Morton | Hattie |
| Uma Thurman | Blanche |
| Brian Markinson | Bill Shields |
| Anthony LaPaglia | Al Torrio |
| Gretchen Mol | Ellie |
| Vincent Guastaferro | Sid Bishop |
| John Waters | Mr. Haynes |
| Constance Schulman | Hazel, Hooker #1 |
| Kellie Overbey | Iris, Hooker #2 |
| James Urbaniak | Harry |
| Mark Damon Johnson | Omer |
| Darryl Alan Reed | Don |
| Dick Monday | Chester Weems |
| Josh Mowery | Movie Director |
| Fred Goehner | William Weston |
| Brad Garrett | Joe Bedloe |
| Woody Allen | Himself |
| Ben Duncan | Himself |
| Nat Hentoff | Himself |
| Douglas McGrath | Himself |
Emmet Ray isn't an easy guy to be around -- among other things, he's inconsiderate and egomaniacal. He also happens to be a jazz guitarist with undeniable talent, and despite his many faults, he ends up winning the heart of Hattie, a kind young mute woman. Hattie's seemingly endless patience with Emmet is tested, however, with his incessant irresponsibility and infidelity, leading their relationship to the breaking point.
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