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- Jim Belushi as Bill Dancer
- Kelly Lynch as Grey Ellison
- Alisan Porter as Curly Sue
- John Getz as Walker McCormick
- Fred Dalton Thompson as Bernard Oxbar
- Cameron Thor as Maitre d'
- Branscombe Richmond as Albert
- Steve Carell as Tesio
- Burke Byrnes as Dr. Maxwell
- Gail Boggs as Anise Hall
- Viveka Davis as Trina
- Barbara Tarbuck as Mrs. Arnold
- Edie McClurg as Secretary