| Kim Cattrall | ... | Monica Velour | |
| Dustin Ingram | ... | Tobe | |
| Brian Dennehy | ... | Pop Pop | |
| Jee Young Han | ... | Amanda | |
| Daniel Yelsky | ... | Kenny | |
| Keith David | ... | Claude | |
| Sam McMurray | ... | Ronnie | |
| Elizabeth Wright Shapiro | ... | Snickers | |
| Jamie Tisdale | ... | Young Monica | |
| Tony Cox | ... | Petting Zoo Club Owner | |
| Henry Yuk | ... | Amanda's Dad | |
| Lauren Mae Shafer | ... | Punk Girl | |
| Peter Carey | ... | Lead Cop | |
| Greg Trzaskoma | ... | Biker Guy #1 | |
| Anna Li | ... | Cambodian Neighbor (as Anna Li Egan) | |
| Kevin Scollin | ... | Commencement Speaker | |
| John W. Lawson | ... | Fireworks Salesman | |
| Jay Malack | ... | Porn Producer | |
| Benjamin Brennan | ... | Bandito 2 (as Benjamin Ralph Brennan) | |
| Chris Dendrinos | ... | Frat Boy 1 | |
| Michael Force | ... | Frat Boy 2 | |
| My-Ishia Cason-Brown | ... | Jazelle | |
| Dan Pesta | ... | Dork Fudgepacker | |
| Ric Carver | ... | Frankenbooty Juggler | |
| Nicole Barley | ... | Uta (as Nicole 'Jade' Barley) | |
| Jason Waugh | ... | Frankenbooty Burgermeister | |
| Nicole Stober | ... | Greta | |
| Kathi J. Moore | ... | Store Owner (as Kathi Moore) | |
| rest of cast listed alphabetically: | |||
| Kojo Asiedu | ... | High Classmate | |
| Mike Bobbitt | ... | Topless Bar Patron (uncredited) | |
| Autumn Brown | ... | Student (uncredited) | |
| Clyde Brown | ... | Construction Worker (uncredited) | |
| David Gibson | ... | Petting Zoo Patron (uncredited) | |
| Johnny Ginger | ... | Bennie Fazio (uncredited) | |
| Dave Kilgore | ... | Faculty Member (uncredited) | |
| Jamie Klenk | ... | Waitress (uncredited) | |
| Bill Lumbert | ... | Teacher (uncredited) | |
| Tevis R. Marcum | ... | Korg (uncredited) | |
| McKenna Martin | ... | Little Girl Babysat by Amanda (uncredited) | |
| Adam McNinch | ... | Graduate (uncredited) | |
| Danny Ray Cook | ... | Frat Boy (uncredited) | |
| Joseph Victor | ... | Graduate (uncredited) | |
| James Wallington | ... | Frat Boy (uncredited) | |
| Alexander Zikakis | ... | Student (uncredited) | |
Directed by | |||
| Keith Bearden | |||
Writing credits | ||
| Keith Bearden | (written by) | |
Produced by | |||
| Shauna Bogetz | .... | co-producer | |
| Gary Gilbert | .... | producer | |
| Jordan Horowitz | .... | producer | |
| Michael R. Williams | .... | line producer (as Michael Williams) | |
Original Music by | |||
| Andrew Hollander | |||
Cinematography by | |||
| Masanobu Takayanagi | |||
Film Editing by | |||
| Naomi Geraghty | |||
Casting by | |||
| Kerry Barden | |||
| Paul Schnee | |||
Production Design by | |||
| Lou A. Trabbie III | |||
Art Direction by | |||
| Alison Ford | |||
Set Decoration by | |||
| Lou A. Trabbie III | |||
| Richard D. Wright | |||
Costume Design by | |||
| Rebecca Gregg | (as Rebecca Bentjen) | ||
Makeup Department | |||
| Kevin J Edwards | .... | hair stylist | |
| Kimberly Jones | .... | key makeup artist | |
| Meshelle Melone | .... | head hair stylist | |
| Francie Paull | .... | assistant makeup artist | |
| Eleanor Sabaduquia | .... | makeup department head | |
Production Management | |||
| Mike Harrop | .... | post-production supervisor | |
| Eric A. Haynes | .... | unit production manager | |
| Nancy Valle | .... | executive in charge of post-production | |
Second Unit Director or Assistant Director | |||
| Jason C. Brown | .... | second assistant director | |
| Todd Havern | .... | second second assistant director | |
| Nicholas Lee | .... | first assistant director | |
Art Department | |||
| Justin Ayers | .... | propmaker foreman | |
| John Arlo Benetti | .... | set dresser | |
| Paulette Georges | .... | art department coordinator | |
| Stephen Hoeger | .... | assistant property master | |
| Bao-Uy Luu | .... | graphic artist: intro | |
| Paula Matney | .... | scenic artist | |
| Scott Nifong | .... | property master | |
| Mary O'Brien | .... | charge scenic | |
| Timothy Shay | .... | art production assistant | |
| Carl F. Shuffett | .... | set dresser | |
Sound Department | |||
| David Briggs | .... | dialogue adr editor | |
| Richard Bullock Jr. | .... | boom operator | |
| Rusty Dunn | .... | sound designer | |
| Rusty Dunn | .... | sound effects editor | |
| Lewis Goldstein | .... | sound re-recording mixer | |
| Lewis Goldstein | .... | supervising sound editor | |
| Richard Kamerman | .... | sound intern | |
| Nathan Lindsey | .... | ADR recordist | |
| Cate Montana | .... | adr editor | |
| Tom Ryan | .... | apprentice sound editor | |
| Robert Sharman | .... | sound mixer | |
Special Effects by | |||
| Ken Gorrell | .... | special effects coordinator | |
| Skylar Gorrell | .... | special effects technician | |
| Mark R. Johnson | .... | pyrotechnics foreman | |
| Robert Tyrrell | .... | special effects foreman | |
| Jim Wrangler Baker | .... | special effects technician | |
Stunts | |||
| Peter Malota | .... | stunt coordinator | |
| Danny Ray Cook | .... | stunts | |
Costume and Wardrobe Department | |||
| Amy Julia Cheyfitz | .... | set costumer | |
| Toni Cunningham | .... | wardrobe assistant | |
| Aline Hong | .... | costume coordinator | |
| Katie Nolff | .... | costume assistant | |
| Brittany Pask | .... | costume assistant | |
| Bernadine Vida | .... | costume builder | |
Editorial Department | |||
| Chris Beardsley | .... | technician: Arriscan | |
| John Dowdell | .... | digital intermediate colorist | |
| Kate Eales | .... | additional editor | |
| Peter Heady | .... | digital intermediate finishing artist | |
| Jean Lane | .... | digital intermediate producer | |
| Arturo Sosa | .... | first assistant editor | |
| Tim Spitzer | .... | digital intermediate supervisor | |
| Scot Starbuck | .... | colorist: dailies | |
| Loretta Wallace | .... | post-production assistant: dailies (uncredited) | |
Music Department | |||
| Doug Bernheim | .... | music consultant | |
| Michael Craig Cohen | .... | assistant scoring engineer | |
| Gwynne Evans Reid | .... | music recording coordinator (as Gwynne Evans) | |
| Season Kent | .... | music supervisor | |
| Lawrence Manchester | .... | score mixer | |
| Lawrence Manchester | .... | score recordist | |
Other crew | |||
| Michael Anders | .... | main titles (as PIC) | |
| David Artushin | .... | assistant location manager | |
| Ernest Belding | .... | location manager | |
| Melissa Bradac | .... | set production assistant | |
| Stephan Burle | .... | title designer | |
| Don Cochran | .... | stand-in | |
| Joe Elrom | .... | production assistant | |
| Alex Fields | .... | key assistant location manager | |
| Elisa Forni | .... | script supervisor | |
| Hala Gabriel | .... | controller | |
| Pamela B. Green | .... | producer: main titles | |
| Elizabeth B. Jackson | .... | craft service | |
| Aaron Lebovic | .... | production secretary | |
| Nick McMahon | .... | helicopter pilot: aerial filming | |
| Valerie I. Morasso | .... | key office production assistant | |
| Greg Newman | .... | production coordinator | |
| Marilyn Penn | .... | post production accountant | |
| Jason Roby | .... | key set production assistant | |
| Timothy Shay | .... | production assistant | |
| Jarik Van Sluijs | .... | creative director: main titles | |
| Bernadine Vida | .... | location scout | |
| Tony Visintainer | .... | production assistant | |
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| The Girl Next Door | Buffalo '66 | California Split | I Could Never Be Your Woman | My Best Friend's Girl |
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| Full cast and crew | Company credits | External reviews |
| News articles | IMDb Comedy section | IMDb USA section |
Although some of my colleagues were a bit shocked by the subject matter I was extremely satisfied with this dark comedy film with feeling. It was truthful yet entertaining (mostly due to the Cast & heartfelt writing). Dustin being a newcomer allowed me to believe this was a real boy struggling with the issues of growing up under his slightly unusual circumstances. Kim Cattrall was wonderful and her chemistry with Dustin was unbelievable! I would love to know if she and he were long time friends and she had something to do with choosing him as Tobe. Brian Dennehy was strong yet short lived in this film. I believe there could've been an entire movie in itself based on POP-POP and TOBE'S relationship and home life. (Maybe an HBO Series). Ha! I'm very excited that Kim has shed the "Sex In The City" suit for a more "real" dark character and with a new star on its way in the form of Dustin Ingram, this movie will be a long lived tribute to his start (although he has plenty of younger Disney & Nickelodeon credits). I highly recommend going and seeing it in April 2011 when ANCHOR BAY is supposed to release it nation wide! And don't let the taboo of the word "Porn Star" keep you from enjoying a delightful movie about young love and maturing in a current world of motherless and fatherless households with our children being raised by the media. Please support this work of art written and directed by Kieth Bearden.