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| Billy Zane | Marty Lakewood |
| Gina Gershon | Carol Lakewood |
| Sheryl Lee | Lois Archer |
| Rue McClanahan | Mom Lakewood |
| Roberta Hanley | Younger Mom Lakewood |
| Robert Pentz | Lou |
| Marianna Alacchi | Glenda |
| Orson Oblowitz | Eugene |
| Philip Loch | Marty Lakewood's Father |
| Willy Cobbs | Blues Musician |
| Richard Edson | Joe |
| Norman ``Max'' Maxwell | Thug #1 |
| Matt O'Toole | Thug #2 |
| Mert Hatfield | Bus Driver |
| Sloan Cobb | Little Carol Lakewood |
| Elizabeth Imboden | Neighbour's wife |
| Megan Leigh Brown | Young Carol Lakewood |
| Tom Keeley | Cousin Lyle |
| Christopher Jones | Young Marty Lakewood |
| Thad Mace | Tim |
| Jonathan Taylor Luthren | Ben |
| Stephanie Fisher | Claire |
| Mark Jeffrey Miller | Lloyd |
| Vincent Schilling | Patron #1 |
| Jeffrey Pillars | Galloway |
| Paul Sincoff | Assistant |
| John Bennes | Griffith |
| Christian Durango | Little Marty Lakewood |
| William Hootkins | Jake Krutz |
In this film adaptation of a book by novelist Jim Thompson, Marty and Carol Lakewood are twins bound together by the horrors they endured as kids. When crooked police officers come after Marty, he is forced to go on the run, leaving his spouse and career behind and hiding out with Carol, who has turned to prostitution. Soon Marty and his sister begin to pull cons together while reigniting the strange, erotic relationship they indulged in as children.
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