Special Guest Stars

Diahann Carroll As June Ellington Recurring

Guest Stars

Scott Evans As Dennis Flynn Jr. Recurring	Sprague Grayden As Young Ellen Recurring
Treat Williams As Samuel 'Sam' Phelps / James Bennett Recurring

Co-Guest Stars

Gregg Prosser As Young James	Owen Elkin As Young Neal
Kevin Nagle As Supervising Officer	Elliott Brooks As Virginia
Alex Cendese As Flynn Sr. (as Alexander Cendese)	John Palumbo As Louie
John Blanco As Frankie

Main Cast

Matthew Bomer As Neal George Caffrey	Tim DeKay As FBI Special Agent Peter Burke
Willie Garson As Mozzie	Marsha Thomason As FBI Agent Diana Barrigan
Sharif Atkins As FBI Agent Clinton Jones	Tiffani Thiessen As Elizabeth Burke

Recap

The episode with Neal asking James why he never told him he was his father. Neal is visibly baffled at this thought. James says he never killed a cop and is actually innocent. James also tells him that his supervising officer caught him about to take some money and didn't report him on the condition he, do some work for the Flynn family and he had no option but to agree. James was tipping them off to potential busts and taking off the Flynn family's competition. At this point Peter comes in and James is forced to admit he lied to Ellen, making her think she was speaking with Sam. ..

Read the full recap

• Creator	Jeff Eastin
• Executive Producer	Jeff Eastin  |  Mark Goffman
• Co-Executive Producer	Jeff King (1)
• Producer	Margo Myers
• Co-Producer	Jim Campolongo  |  Joe Henderson  |  Keira Morrisette  |  Alexandra McNally
• Production Designer	Stephen Beatrice
• Editor	Tom Wilson (4)
• Casting	Ross Meyerson  |  Julie Tucker
• First Assistant Director	Jason Ivey
• Second Assistant Director	Arianne Apicelli
• Music Editor	Michael Baber
• Costume Designer	Karen Malecki
• Key Grip	John Dolan
• Set Decorator	Tora Peterson
• Location Manager	Michael Grosky
• Property Master	Duke Scoppa
• Construction Coordinator	Vincent Accardi
• Production Sound Mixer	Mathew Price (3)
• Script Supervisor	Seth Copans
• Production Coordinator	Zac Halley
• Script Coordinator	Mike Goldberg (1)
• Assistant Editor	T. Michael Baiocco
• Post Production Supervisor	Ross Mathy
• Re-Recording Mixer	Mark Server  |  David Raines
• Gaffer	Andrew B. Hansen
• Director of Photography	Robert Gantz (2)
• Story Editor	Daniel Shattuck  |  Bob DeRosa
• Stunt Coordinator	Peter Bucossi
• Art Director	Allison Ford (1)
• Assistant Production Coordinator	David Bisson
• Executive Story Editor	Matthew Negrete  |  Channing Powell
• Key Makeup Artist	Allen Weisinger
• Production Accountant	Deidre Schrowang
• Transportation Captain	James Leavey
• Score	Jon Ehrlich
• "A" Camera Operator	Jamie Silverstein (2)
• Sound Supervisor	Albert Ibbotson
• Assistant	Eddie Serrano  |  Beth Spitalny
• Camera Assistant	Andy Smith (1)  |  Nick Deeg
• Casting Associate	Kim Krakauer
• Key Hairstylist	Peggy Nicholson
• Original Casting	Bonnie Zane  |  Gayle Pillsbury
• Additional Music	Wayne Jones  |  Gabriel Moses  |  Leigh Roberts
• Best Boy Grip	Joe Sarao
• "B" Camera Operator	Peter Hlinomaz
• Best Boy Electrician	Iris Ng
• Technical Consultant	Tom Barden  |  Simon Lovell (1)
• Writers' Assistant	Sara Wright
• Assistant Unit Production Manager	Andrew Saxe
• Co-supervising Sound Editor	Ken Gladden