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Leonard (Guy Pearce) suffers from a rare brain disorder the inability to form any new memories. He can remember in detail everything that happened before his injury, but anyone he has met or anything he has done since that fateful night simply vanishes.
Who are his friends? Who are his enemies? What is the truth? In Leonard's world, the answers to these questions shift and change from second to second. And the more he tries to figure out what is true and real, the deeper he sinks into a multi-layered abyss of uncertainty and surprises.
| Guy Pearce | Leonard |
| Carrie-Anne Moss | Natalie |
| Joe Pantoliano | Teddy |
| Mark Boone Junior | Burt |
| Russ Fega | Waiter |
| Jorja Fox | Leonard's Wife |
| Stephen Tobolowsky | Sammy |
| Harriet Sansom Harris | Mrs. Jankis |
| Thomas Lennon | Doctor |
| Callum Keith Rennie | Dodd |
| Kimberly Campbell | Blonde |
| Marianne Muellerleile | Tattooist |
| Larry Holden | Jimmy |
| Buzz Visconti | Motel Guest |
| Aaron Ryder | Executive Producer |
| Wally Pfister | Director of Photography |
| Dody Dorn | Film Editor |
| David Julyan | Composer |
| William Fiege | production sound mixer |
| Gary S. Gerlich | Supervising Sound Editor |
| Richard LeGrand, Jr. | Supervising Sound Editor |
| Michael Casper | Sound Re-Recording Mixer |
| Jonathan Wales | Sound Re-Recording Mixer |
| Cindy Evans | Costume Designer |
| Patti Podesta | Production Designer |
| Scott Eddo | Make-Up Artist |
| Andrew Sebok | Visual Effects |

