•
Anne Marie Cummings as Michelle Macabee, a middle-aged woman having a mid-life crisis. • Gustavo Velasquez as Gus Borrero, Michelle's young lover. •
Eric Balfour as Blaine, Michelle's commercial director. • Danny Bick as Bernard, Michelle's commercial director's assistant. • Brett Benner as Alex, Michelle's second best friend. • Bryan Chesters as Derrick, Michelle's martini date. • Chris Damiano as Wayne, a guy in Michelle's pet loss therapy group. • Tami Tappan Damiano as Kelsey, a woman in Michelle's pet loss therapy group. •
Willie Garson as Dr. Kerr, Michelle and Gus’ second couple's therapist. • Vanita Harbour as Nicole, Michelle's best friend. • Marquet Hill as Dancer 2, a dancer in Michelle's commercial. • Sterling Jones as Peter, Michelle's second best friend's pal. •
Justin Kirk as Michael Miller, Michelle's new friend. •
Sally Kirkland as Evelyn James, Michelle's second best friend's friend. • John Kozeluh as Mark, Michelle's blind date. • Mark Lewis as Seth Parker, Michelle's movie star friend. • Rebecca Metz as Dr. Nowak, Michelle and Gus’ couple's therapist. • Gabriel Olivera as Drake, a guy in Michelle's pet loss therapy group. •
Lou Diamond Phillips as Martin, Michelle's boyfriend's lifecoach teacher. •
Amy Pietz as Mrs. Shannon Pierce, Michelle and Gus’ social worker. •
Jack Plotnick as Adam, Michelle's second pet loss therapist. • Stephen Rockwell as Steve, Michelle's brother. • Melanie Rockwell as Chelsea, Michelle's brother's wife. • Alyssa Gabrielle Rodriguez as Sonya, Michelle's boyfriend's sister. • Terra Strong as Leanne, Michelle's boyfriend's sister's girlfriend. • Trey Teufel as Joel, Michelle's second best friend's husband. • Theresa Tilly as Marion, Michelle's first pet loss therapist. • Jaymz Tuaileva as Dancer 1, a dancer in Michelle's commercial. • Matt Turner as Bob, Michelle's ex co-worker. • Jon Patrick Walker as Danny, Michelle's friend's drug pal. • Mike E. Winfield as Jeremy, Michelle's boyfriend's drug dealer. == Awards and nominations ==