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- Gary Frank as Barry
- Ray Parker Jr. as Will
- Jan-Michael Vincent as Parker
- Frances Foster as Elva Briggs
- Tony Todd as The Count
- Stacey Dash as Toni Briggs
- Deon Richmond as Chet
- Tiger Haynes as Barton
- Charles Randall as Mr. Beckhorne
- Robert Lee Rush as Psycho
- Lynnie Godfrey as Althea
- Theo Caesar as Decon
- Renee Banks as The Hooker