| Jeff Bridges | Ted Cole |
| Kim Basinger | Marion Cole |
| Jon Foster | Eddie O'Hare |
| Mimi Rogers | Eleanor Vaughn |
| Elle Fanning | Ruth |
| Bijou Phillips | Alice |
| Louis Arcella | Eduardo Gomez |
| LeAnna Croom | Glorie |
| Claire Beckman | Mrs. Mountsier |
A children's author seduces women when painting their nude portraits, while his wife has an affair with a teen .
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