Olek Krupa ... Leonard
Lolita Davidovich ... Constance
Timothy Olyphant ... Luke
Christina Ricci ... Lillian
Rhona Bennett ... Penelope (as Rhona L. Bennett)
Ryan Bollman ... Pete
Steven Schub ... Alex (as Steven Shub)
Tracy Tutor ... Prudence
Joaquim de Almeida ... Reynaldo
Patricia Velasquez ... Ramona
June Velar ... Chess Woman 1
Tracey Minner ... Chess Woman 2
Graham Beckel ... 'Do It Again' Guy
Micaela Lockridge ... Mermaid
Gabriel Mann ... Michael
Irina Gasanova ... Peaches (as Arina Gasanova)
Tom Todoroff ... Steve
Matthew Frauman ... Cartoon Commentator
Robert Wagner ... Mr. Tangerine
Steve Beauchamp ... Apartment Manager
Joe Schultz ... Funky Gardener

Lillian is a 21-year-old drifter engaged to a philandering loser and locked in her room with a strange man. She lives next to a failed violinist who won't stop playing his instrument. He lives next to a New Age fanatic who's into colonic treatments; she lives next to two drug addicts who mess with the wrong prostitutes and end up answering to a pimp named Mr. Tangerine. In a barrage of head-spinning vignettes, we are sucked into a surreal motel fantasy-land where society's riffraff dwell in that awkward place between freedom and desperation.

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