<P> Prior to the grand opening of the zoo, the facility passes a very stringent inspection from Ferris, who grudgingly wishes them good luck . Dylan, following his father's advice, confesses to Lily that he loves her and she forgives him . The week prior to the opening, the worst rainstorm in 100 years is predicted to wash it out . The weather clears in time, but in the morning they are disappointed when no visitors arrive . They discover that a fallen tree has blocked the access road, with a large crowd of waiting visitors behind it . The staff help them to climb over the tree . There are so many people that they run out of tickets, forcing Benjamin and Kelly to look for more . They end up face to face in a shed, where Kelly admits to Benjamin that she is romantically interested in him and since she "can't get a handle on it", she kisses him, telling him that maybe they can do it again on New Year's Eve; Benjamin kisses her back, and tells her that he is looking forward to it . </P> <P> Benjamin takes his children to the restaurant where he met their mother, explaining that it was the point where their existence became a possibility . He takes them through that day's encounter, where Benjamin worked up the nerve to talk to his future wife with "20 seconds of insane courage", and walks up to the table she was sitting . He visualizes her sitting there, and asks her why such an amazing woman would talk to someone like him . She responds, "Why not?". </P> <Ul> <Li> Matt Damon as Benjamin Mee, the father of Dylan and Rosie Mee and the owner of the zoo, who is trying to restart his life after his wife dies . </Li> <Li> Scarlett Johansson as Kelly Foster, the 28 - year - old lead zookeeper and long - time employee at Rosemoor Animal Park . </Li> <Li> Thomas Haden Church as Duncan Mee, Ben's older brother and an accountant and Dylan and Rosie's uncle </Li> <Li> Colin Ford as Dylan Mee, Ben's 14 - year - old son, who is initially drawn to Lily and eventually develops feelings for her and has a strained and rough relationship with his father . </Li> <Li> Maggie Elizabeth Jones as Rosie Mee, Ben's 7 - year - old daughter, who is very curious about all of the animals in the zoo and thinks living at a zoo is a grand adventure . </Li> <Li> Angus Macfadyen as Peter MacCreedy, the carpenter of the zoo who had made many innovative enclosures for the zoo, and he claims that his ideas were "stolen" by Walter Ferris . Because of this, he has a huge and violent grudge against Walter . </Li> <Li> Elle Fanning as Lily Miska, the 13 - year old home - schooled cousin of Kelly and worker at the zoo's restaurant who lives within the zoo . Although she is too young to legally work, she is paid "under the table" out of her cousin's salary . She likes Dylan (who is at first unaware of this fact), but later gives up on her pursuit of a relationship with him after Dylan doesn't listen to her and unintentionally hurts her feelings . After he subsequently apologizes and tells her of his own feelings for her, she forgives him and they resume their friendship and start their relationship . </Li> <Li> Patrick Fugit as Robin Jones; the zoo's craftsman and Crystal the Monkey's owner . </Li> <Li> John Michael Higgins as Walter "Walt" Ferris, a strict zoo inspector who earns the dislike of many people, especially Peter MacCreedy . </Li> <Li> Carla Gallo as Rhonda Blair, the secretary and bookkeeper of the zoo . </Li> <Li> J.B. Smoove as Mr. Stevens, the Mee family's real estate agent . </Li> <Li> Stéphanie Szostak as Katherine Mee, the deceased wife of Benjamin Mee . </Li> <Li> Desi Lydic as Shea Seger, a woman with an obvious crush on Benjamin who always brings him lasagna . </Li> <Li> Peter Riegert as Delbert McGinty, Benjamin's boss before he' starts over' . </Li> <Li> Michael Panes as the principal of Dylan and Rosie's school . </Li> <Li> Kym Whitley as Eve the Home Depot Clerk . </Li> <Li> Crystal the Monkey as Herself . </Li> <Li> Bart / Tank the Bear as Buster, the grizzly bear . </Li> </Ul> <Li> Matt Damon as Benjamin Mee, the father of Dylan and Rosie Mee and the owner of the zoo, who is trying to restart his life after his wife dies . </Li>

Who plays lily in we bought a zoo