Everything in social studies teacher Eugene Simonet's life is in order every shirt, every pencil, every person in its proper place. To keep the surface placid means never having to go deeper.

And no one and nothing in his life has ever asked him to. Arlene McKinney is a single mother hanging on by her fingertips, working two jobs, and struggling to raise her son, Trevor. She is trying to give him a new life, but in her absence she is losing him.

Eugene gives Trevor's class an assignment: look at the world around you and fix what you don't like. But can you fix people?

Directed by
Mimi Leder

Cast
Kevin Spacey - Eugene Simonet
Helen Hunt - Arlene McKinney
Haley Joel Osment - Trevor McKinney
Jay Mohr - Chris Chandler
Jim Caviezel - Jerry
Jon Bon Jovi - Ricky
Angie Dickinson - Grace
David Ramsey - Sidney
Gary Werntz - Thorsen
Colleen Flynn - Woman on the Bridge
Marc Donato - Adam
Kathleen Wilhoite - Bonnie
Liza Snyder - Michelle
Jeannetta Arnette - Nurse
Hannah Werntz - Thorsen's Daugher
Tina Lifford - Principal

Production Co.
Flatiron Films
Forward Productions
Tapestry Television
Bel-Air Entertainment

Produced by
Paddy Carson
Mary McLaglen
Steven Reuther
Peter Abrams
Jonathan Treisman
Robert L. Levy

Studio
Warner Bros. Pictures

Writer
Catherine Ryan Hyde
Leslie Dixon

Music
Thomas Newman