Jeff Bridges ... Barney Cousins
Kiefer Sutherland ... Jeff Harriman
Nancy Travis ... Rita Baker
Sandra Bullock ... Diane Shaver
Park Overall ... Lynn
Maggie Linderman ... Denise Cousins
Lisa Eichhorn ... Helene Cousins
George Hearn ... Arthur Bernard
Lynn Hamilton ... Miss Carmichael
Garrett Bennett ... Cop at Gas Station (as Gareth Bennett)
George Catalano ... Highway Cop
Frank Girardeau ... Cop at Apartment
Stephen Bridgewater ... TV Host (as Stephen Wesley Bridgewater)
Susan Barnes ... Colleague
Rich Hawkins ... Stan
Michael Kaufman ... DMV Clerk
Sabrena Roddy ... Cashier
Andrea LaurenHerz ... Woman #1 on the Street
Joanne Schmoll ... Woman #2 on the Street
Allison Barcott ... Woman with Barrette
Aeryk Egan ... Young Barney
James Chesnutt ... Pump Attendant
Danielle Zuckerman ... Little Girl
Floyd Van Buskirk ... Man in Line
Marius Mazmanian ... Cook
Gina Gallante ... Woman in Ladies Room
Michael John Hughes ... Denise's Boyfriend
Howard Matthew Johnson ... DMV Guard
Kristopher Logan ... Waiter
Leonard Kelly-Young ... Jeff's Boss (uncredited)

Barney teaches chemisty, and is planning to abduct a woman. Despite methodical planning and countless trial runs he always manages to mess things up. Then Diane, who is traveling with her boyfriend Jeff, unwittingly makes herself an easy target. The story is mainly from Jeff's viewpoint, as he searches for Diane. Barney watches him.

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