Robert De Niro .... David Merrill
Annette Bening .... Ruth Merrill
George Wendt .... Bunny Baxter
Patricia Wettig .... Dorothy Nolan
Sam Wanamaker .... Felix Graff
Luke Edwards .... Paulie Merrill
Chris Cooper .... Larry Nolan
Ben Piazza .... Darryl Zanuck
Martin Scorsese .... Joe Lesser
Barry Primus .... Bert Alan
Gailard Sartain .... Chairman Wood
Robin Gammell .... Congressman Tavenner
Brad Sullivan .... Congressman Velde
Tom Sizemore .... Ray Karlin
Roxann Dawson .... Felicia Barron (as Roxann Biggs)
Stuart Margolin .... Abe Barron
Barry Tubb .... Jerry Cooper
Gene Kirkwood .... Gene Woods
Margo Winkler .... Leta Rosen
Allan Rich .... Leonard Marks
Illeana Douglas .... Nan, Zanuck's Secretary
Al Ruscio .... Ben Saltman
Bill Bailey .... 20th Century Fox Guard
Adam Baldwin .... FBI Agent #1
Nicholas Cilic .... Matt Nolan
Claude Rauvier .... Claude Rowan
Stephen Root .... RKO Guard
John Horn .... Mike Rainey
Jon Tenney .... Shopper Husband
Cecile Callan .... Shopper Wife
Tom Rosqui .... Norman
Monica Carrico .... Nelly Lesser
Jonathan Ames .... Cabbie
Brant von Hoffman .... Stanley
F.J. O'Neil .... Ad Agency Executive
Joan Scott .... Teacher
Dianne E. Reeves .... Singer
Paul Collins .... Bernard
James Mathers .... Director
Kevin Page .... FBI Agent #2
Joe Bennett .... Choreographer
Robert Chimento .... Assistant Director
Craig Smith .... Director of Photography
Maurice Marciano .... Costume Designer
Martin Arsenault .... Waiter
Ben Dinsdale .... Maurice
Russell Bobbitt .... Prop Master
Cindy Carey .... Party Guest
Ivor Leslie Dilley .... First Assistant Director
Natalie Zimmerman .... Woman on Buckboard

David Merrill (Robert DeNiro), a fictitious 1950s Hollywood director, returns from filming abroad in France to find that his loyalty has been called into question by the House Committee on Un-American Activities and he is unable to work until cleared. Before being called, his highest priority had been his work to the extent of leaving his wife (Annette Bening) and son (Luke Edwards) alone for months at a time. He initially refuses to implicate others or himself in a private meeting with Roy Cohn and a studio lawyer. This decision initially to stick to his principles first leaves him unable to work in his profession, even with films and producers he never would have worked with before. Harassment by the FBI leaves him unable to work on Broadway, with advertising agencies, or even in a small film repair shop. Finally, having fallen so far, and tempted with a new offer to direct a film from his old studio (if he testifies), he agrees to go before the Committee, initially planning to name his friends. But when confronted with the cruel and tyrannical behavior of the House Committee on Un-American Activities, he realizes that there is a higher priority in his life there is standing up for what is right. And in doing so, he inspires friends and family to do the same.

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