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Ashley Johnson as Lilly |
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Chad Lindberg as William |
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Henry Czerny as Frank |
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Seth Adkins as Sam |
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Joseph D. Reitman as Glen |
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Michael Ironside as Depressor |
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Claudia Christian as Anna |
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John Pleshette as Principal Holbrock |
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Lee Weaver as Mr. Fishbau |
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Sasha Mitchell as Reflexor |
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Heather Marie Marsden as Elatia |
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Amanda Fuller as Sally |
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Jesse Plemons as Boe |
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Liane Curtis as Samantha |
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Helen Duffy as Businesswoman |
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Jim Meskimen as Businessman |
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Jean Rouverol Butler as Elderly Receptionist |
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Dakota Floeter as Young William |
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Brenda Varda as Miss Chambers |
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Jennifer Salt as Principal Love |
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Justin Lanning as Stoner 1 |
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Diane Hudock as Mother |
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Suzanne Bridgham as Cheerleader 1 |
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Ksenia Stillwell as Girl in Bed |
| Visual Effects | Craig Kuehne | Visual Effects |
| Sound | Abraham Laboriel Jr. | Original Music Composer |
| Sound | Ted Lowe | Music Supervisor |
| Sound | Brian Ray | Original Music Composer |
| Editing | Andrew Seklir | Editor |
| Production | Kathrin Werner | Producer |
| Production | Mindy Bazar | Casting |
| Production | Felix Werner | Producer |
| Art | Robert Shinso | Production Design |
| Production | Sarah Curran | Production Coordinator |
| Camera | Andy Ray Lemon | Additional First Assistant Camera |
| Costume & Make-Up | Lorraine Martin | Makeup Artist |
| Sound | Oliver L. Moss | Production Sound Mixer |
| Editing | Bernat Aragonés | Assistant Editor |
| Crew | Kevin Derr | Stunt Coordinator |
| Camera | James Takata | Additional Second Assistant Camera |
| Directing | Jeanine Rohn | First Assistant Director |
| Production | Pat Chapman | Line Producer |
| Production | Missy Moyer | Production Supervisor |
| Camera | Pyongson Yim | Additional Second Assistant Camera |
| Production | Andrew Seklir | Co-Producer |
| Camera | Marie Chao | Additional First Assistant Camera |
| Production | Leah Welsh | Associate Producer |
| Directing | Rachel Dickson | Second Assistant Director |
| Production | Carrie Morrow | Production Consultant |
| Camera | Brian Garbellini | First Assistant Camera |
| Production | Pat Chapman | Unit Production Manager |
| Production | Hal Haberman | Co-Producer |
| Camera | Kelly Richard | Second Assistant Camera |
| Directing | Mitch Kelleher | Second Assistant Director |
| Costume & Make-Up | Kathryn Lundeen | Set Costumer |
| Sound | Ellen Heuer | Foley Artist |
| Costume & Make-Up | Sarah Elizabeth Anne Dickson | Assistant Makeup Artist |
| Sound | Richard 'Rick' Partlow | Foley Artist |
| Art | Michael Andrews | Art Direction |
| Costume & Make-Up | Tracy Wilcox Gillie | Makeup Department Head |
| Costume & Make-Up | Kelly Sprinkle | Assistant Makeup Artist |
| Sound | Nina Frick | Boom Operator |
| Camera | Rick Steil | Still Photographer |
| Sound | Claes Nyström | Sound Re-Recording Mixer |
| Sound | Jeremy Grody | Sound Re-Recording Mixer |
| Costume & Make-Up | Robyn Tolbert | Assistant Makeup Artist |
| Crew | Michael Hugghins | Utility Stunts |
| Sound | Ron Ruzicka | Foley Mixer |
| Crew | Leah Welsh | Post Production Supervisor |
| Directing | Sherry Gunderman | Script Supervisor |
| Sound | Claes Nyström | Supervising Sound Editor |
| Directing | Alexa Sheehan | Second Second Assistant Director |
| Writing | Hal Haberman | Writer |
| Directing | Tim Hunter | Director |
| Camera | Nancy Schreiber | Director of Photography |
| Camera | Nathaniel Miller | Second Assistant Camera |
