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- Eminem as Jimmy "B-Rabbit" Smith, Jr.
- Mekhi Phifer as David "Future" Porter
- Brittany Murphy as Alex Latorno
- Kim Basinger as Stephanie
- Taryn Manning as Janeane
- Michael Shannon as Greg Buehl
- De'Angelo Wilson as DJ IZ
- Evan Jones as Cheddar Bob
- Omar Benson Miller as Sol George
- Eugene Byrd as Wink
- Anthony Mackie as Papa Doc
- Xzibit as Mike
- Proof as Lil' Tic
- Craig Chandler as Paul
- Obie Trice as Parking Lot Rapper
- Chloe Greenfield as Lily
- John Singleton as Bouncer
- Miz-Korona as Vanessa
- Brandon T. Jackson as a Chin Tiki Club-goer