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| Sharon Stone | Gwen Dillon |
| Elden Henson | Maxwell 'Max' Kane/Narrator |
| Kieran Culkin | Kevin 'Freak' Dillon |
| Gena Rowlands | Susan 'Gram' Pinneman |
| Harry Dean Stanton | Elton 'Grim' Pinneman |
| Gillian Anderson | Loretta Lee |
| James Gandolfini | Kenneth 'Kenny' Kane |
| Joe Perrino | Blade |
| Meat Loaf | Iggy |
| Jenifer Lewis | Mrs. Addison |
Kevin Dillon suffers from a disorder known as Morquio's syndrome, which weakens his heart and stunts his growth. Maxwell Kane has dyslexia and towers above his classmates. The two couldn't be more different, but, when Kevin is asked to help Maxwell with his reading, they soon bond over their mutual social alienation and absent fathers. Following a run-in with local gang member Blade, the two become inseparable.
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