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| Catherine Keener | Amelia |
| Anne Heche | Laura |
| Todd Field | Frank |
| Liev Schreiber | Andrew |
| Kevin Corrigan | Bill |
| Randall Batinkoff | Peter |
| Joseph Siravo | Amelia's Therapist |
| Vincent Pastore | Laura's Devil-Seeing Patient |
| Lynn Cohen | Andrew's Mom |
Amelia is jealous when her closest friend and roommate, Laura, moves out to live with her fiancé. Suddenly alone, Amelia takes a pessimistic look at her own life. Her pet name for Bill, the last guy she dated, is the ''Ugly Guy''; her conversations with her ex-boyfriend, Andrew, usually devolve into name-calling; and her beloved cat has come down with cancer. She then tries to put aside her envy and rely on Laura for support.
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