David's in trouble, while his friends search for answers .
- Mackenzie Grey as The Eye
- Quinton Boisclair as Devil With The Yellow Eyes
- Ellie Araiza as Philly
- David Ferry as Dr. Kissinger
- Devyn Dalton as Angry Boy
- Jillian Dion as Irma Whitecloud
- Nicky Evans as Cary (8 yrs)
- Tylayla Baker as Kerry (8 yrs)
- Albert Nicholas as D3 Soldier
- Luke Roessler as David (8-10 yrs)
- David Mulgrew as David (16 yrs)
- Kyja Sutton as Amy (8-10 yrs)
- Kirby Morrow as Benny
- In the forest scene, one of the characters remarks that it would make a good place for a fight. This is the same forest from X-Men: The Last Stand, in which a fight takes place between Wolverine and Magneto's mutant army.
- The poem that Oliver recites is "California Supermarket" by Allen Ginsberg.
- Oliver Bird's beginning narration and appearance bare a resemblance to the late Orson Welles; also a narrator himself.
- Kerry Loudermilk wears a blue pantsuit and brown trenchcoat, similar to James Arthur Madrox, aka Multiple Man, in the X-Factor comics. Multiple Man can create multiple versions of himself, whereas Kerry and Cary Loudermilk are two different people that share the same body.