After running away from her last foster placement with the Regan family, twelve year old Hollis Woods is placed with a new foster mother, the loving, retired art teacher, Josie Cahill.

Jodelle Ferland
as Hollis Woods

Sissy Spacek
as Josie Cahill

Alfre Woodard
as Edna Reilly

Judith Ivey
as Beatrice Gilcrest

James Tupper
as John Regan

Julie Ann Emery
as Izzy Regan

Ridge Canipe
as Steven Regan