culminating in a fake FBI raid in which Myra feigned being shot to death to discourage Hebbing from going to the police. Roy, who insists on working only short-term cons, resists the proposition, fearing she may try to dupe him. Myra, seeing Lilly's power over Roy, accuses him of having an incestuous interest in Lilly. Infuriated, Roy strikes her. Thirsty for revenge, Myra finds out Lilly has been stealing from Bobo over the years and stashing the money in the trunk of her car, and she leaks this information to him. Lilly is warned by a friend and flees. Myra follows her to a remote motel, intending to kill her there and steal the money for herself. Later, Roy is called by the Phoenix police to identify his mother's body, found in a motel room with the face disfigured by a gunshot wound. Though he tells them it is Lilly, he notices the body lacks the cigar burn that he had noticed on Lilly earlier. He returns home to find Lilly has broken in to steal his money. Lilly reveals she shot Myra in self-defense at the motel while she was trying to strangle her. She arranged the scene to appear as though Myra's body was her own and that she had committed suicide. When Roy refuses to let Lilly take his money, she desperately pleads with him, then attempts to seduce him, even claiming that he is not really her son. Roy is disgusted and rejects her. Lilly angrily swings a briefcase at Roy just as he is taking a drink of water, shattering the glass and sending shards into his neck, which cause him to bleed to death. Sobbing over her son's body, Lilly gathers up the money and disappears into the night. Cast John Cusack as Roy Dillon Anjelica Huston as Lilly Dillon Annette Bening as Myra Langtry Pat Hingle as Bobo Justus J.T. Walsh as Cole Charles Napier as Gloucester Hebbing Henry Jones as Mr. Simms Gailard Sartain as Joe Noelle Harling as Nurse Carol Flynn Paul Adelstein as Sailor - Young Paul Jeremy Piven as Sailor - Freshman Stephen Tobolowsky as The Jeweler Xander Berkeley as Lieutenant Pierson Frances Bay as Motel Clerk Sandy Baron as The Doctor Making uncredited appearances are Martin Scorsese as the opening narrator, Juliet Landau as Young Myra, Andy Dick as Kaggs. Production The project originated with Martin Scorsese who