Three different scenarios, intercut, all using the same words but with very different meanings. A corrupt cop is more interested in the money on the criminals he catches than justice; a young woman discovers she's pregnant, and her boyfriend is unfeeling; and a young man calls a prostitute it's the first time for both, and neither can go through with it. Ultimately, all the stories come together.
| Actor | Role |
|---|---|
| SSarah WentworthRachel | Rachel |
| RRosa-Lee PierceClark's Mom | Clark's Mom |
 Jeffrey SchecterClark | Clark |
 Tony DenisonJohn | John |
 Ricco RossClint | Clint |
| DDarren BriggsMan in Hall | Man in Hall |
 Paul McCarthy-BoyingtonShooter | Shooter |
 Jeff WadlowDerek | Derek |
 Iva HaspergerBlonde in Motel | Blonde in Motel |
 Mary Beth DolanGive-it-to-me Escorts Madame | Give-it-to-me Escorts Madame |
 Elizabeth Anne AllenKatie | Katie |
| GGeraldine StarinWaitress #1 | Waitress #1 |
| EEdith GrantWaitress #2 | Waitress #2 |
| SSawyer MerrillBaby at ATM | Baby at ATM |
| AAli MerrillMother at ATM | Mother at ATM |
| FFrank KhouryCab Driver | Cab Driver |
| PPatricia TackettRachel's Mom | Rachel's Mom |
| TTony KetchamOfficer at Station | Officer at Station |
 Kevin SpaceyNarrator (voice) (uncredited) | Narrator (voice) (uncredited) |