| Azura Skye | ... | Lorna | |
| Annie Heller | ... | Cafe Waitress | |
| Carla Gallo | ... | Terri | |
| Tom Everett Scott | ... | Todd | |
| Kevin Corrigan | ... | Phil | |
| Elizabeth Banks | ... | Sarah | |
| Fionnula Flanagan | ... | Grandmother | |
| James LeGros | ... | Josh | |
| Carmen Plumb | ... | Pharmacy Girl | |
| Anne Heche | ... | Gwen | |
| Shirley Knight | ... | Joanna | |
| Eion Bailey | ... | David | |
| Steven Weber | ... | David Wharton | |
| AmyKate Storey | ... | Waitress (as Amy Kate Storey) | |
| Tadashi Kondo | ... | Desk Clerk | |
| Kerry Washington | ... | Rosalie | |
| David Brisbin | ... | Hotel Manager | |
| Michelle Bonilla | ... | Wedding Planner | |
| Dulé Hill | ... | Jerry | |
| Bruce French | ... | Priest | |
| Steven Williams | ... | Jerry's Father | |
| Sam Jaeger | ... | Jerry's Best Friend | |
| Anthony Winters | ... | Security Guard (as Tony Winters) | |
| Snookum | ... | Cat | |
| rest of cast listed alphabetically: | |||
| Gustavo Cardozo | |||
| Alice Frank | ... | Maid of Honor (uncredited) | |
| Thomas E. Labisch Jr. | ... | Construction worker (uncredited) | |
Directed by | |||
| Ken Kwapis | |||
Writing credits(WGA) | ||
| Ken Kwapis | (written by) | |
Produced by | |||
| Ken Aguado | .... | producer | |
| Carol Baum | .... | producer | |
| Bruce Wayne Gillies | .... | line producer | |
| Alexandra Soffer | .... | co-producer (as Alex Soffer) | |
Original Music by | |||
| Cliff Eidelman | |||
Cinematography by | |||
| Edward J. Pei | |||
Film Editing by | |||
| Kathryn Himoff | |||
Casting by | |||
| Jakki Fink | |||
| Shani Ginsberg | |||
Production Design by | |||
| Cabot McMullen | |||
Art Direction by | |||
| David Ellis | |||
Set Decoration by | |||
| Gregory Mannino | |||
Costume Design by | |||
| Alina Panova | |||
Makeup Department | |||
| Uli de la Lama | .... | hair stylist (as Uli Dela Lama) | |
| Uli de la Lama | .... | makeup artist (as Uli Dela Lama) | |
| Tanja Hrast | .... | additional makeup artist | |
| Alexis Walker | .... | key hair stylist | |
| Alexis Walker | .... | key makeup artist | |
Production Management | |||
| Bruce Wayne Gillies | .... | unit production manager | |
| Kathryn Himoff | .... | post-production supervisor | |
| Justin Krohn | .... | post-production supervisor | |
Second Unit Director or Assistant Director | |||
| Jill Frank | .... | second assistant director | |
| Catherine M. McDonald | .... | first assistant director | |
| Benjamin Schneider | .... | second second assistant director | |
Art Department | |||
| Melissa Gelmo | .... | art production assistant | |
| Mason Hall | .... | carpenter | |
| Kelly Hayes | .... | art production assistant | |
| John David Jordan | .... | assistant set decorator | |
| Joseph Lallement | .... | assistant art director | |
| Joseph Lallement | .... | construction coordinator | |
| Chad McKnight | .... | on-set dresser (as Chad 'Shaggy' McKnight) | |
| Ken Peterson | .... | property master (as Kenneth Peterson) | |
| Ron Paul Vail | .... | set dresser | |
| Adam C. Woods | .... | on-set carpenter | |
Sound Department | |||
| Robert Althoff | .... | sound recordist | |
| Kevin Becker | .... | boom operator | |
| Glenn E. Berkovitz | .... | production sound mixer | |
| Michael J. Broomberg | .... | foley artist | |
| Jason George | .... | supervising sound editor | |
| George Haddad | .... | sound editor | |
| Brian Harman | .... | sound re-recording mixer (as Brian R. Harman) | |
| Lucy Sustar | .... | foley mixer | |
| David John West | .... | sound re-recording mixer (as Dave J. West) | |
Stunts | |||
| Bobby Porter | .... | stunt coordinator | |
Casting Department | |||
| Marie Brazil | .... | adr voice casting | |
| Seanna Cabezut | .... | casting intern | |
Costume and Wardrobe Department | |||
| Cynthia Obsenares | .... | costume supervisor | |
| Susanne Yamson | .... | set costumer | |
Editorial Department | |||
| Justin Krohn | .... | assistant editor | |
Music Department | |||
| Alex Acuna | .... | musician: percussion | |
| Sandy DeCrescent | .... | music contractor (as Sandy DeCresent) | |
| Brian Dembow | .... | musician: viola | |
| Cliff Eidelman | .... | musician: piano & guitar | |
| Cliff Eidelman | .... | orchestrator | |
| Steve Erdody | .... | musician: cello | |
| Julie Gigante | .... | musician: violin | |
| Clayton Haslop | .... | musician: violin | |
| Penka Kouneva | .... | music preparation | |
| Michael Lang | .... | musician: jazz piano in restaurant (as Mike Lang) | |
| Matt LaPoint | .... | music recordist | |
| David Low | .... | music contractor | |
| Stephanie Lowry | .... | music editor | |
| Charlie Paakkari | .... | assistant scoring mixer | |
| Adam Steiner | .... | music scoring mixer | |
| Michael Valerio | .... | musician: bass (as Mike Valerio) | |
| Roger Wilke | .... | musician: violin (as Roger Wilkie) | |
Transportation Department | |||
| Matthew Ballard | .... | transportation coordinator | |
| Shay Morgan Brook | .... | driver (as Shay Brook) | |
| Julius M. Fletcher | .... | driver (as Julius Fletcher) | |
| Guy J. Graves | .... | transportation captain (as Guy Graves) | |
| Mike Graves | .... | driver | |
Thanks | |||
| A.K. Erlinger | .... | acknowledgment: paintings courtesy of | |
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In a sense, this film is a variation on "Closer," without the sinister edges. It follows the lives, particularly the sexual lives of eight or 10 characters. By linking the characters through chance encounters and physical attraction, the film weaves a tapestry of deceit, hunger, yearning, and the longing to lead other lives. Like "Closer," the characters flirt, dally and feel the sting of regret as they explore the edges of their sexual confines. Throughout the film, characters step outside the roles to which their lives confine them. High-class prostitute (Azura Skye) abruptly quits the job in search of a new life. The vice mayor's son Jerry (Dule Hill) expresses his frustration at always being "the good son." The wedding photographer (Tom Scott) wants to quit paying for sex and find a permanent real relationship. They are lives of longing broken by moments of intense heat. The characters are well-drawn. But, like "Closer," the view ultimately finds it hard to empathize with them. Like the aftermath of sex without live, the movie leaves an empty feeling.