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- Nicolas Cage as Randall "Memphis" Raines
- Angelina Jolie as Sara "Sway" Wayland
- Giovanni Ribisi as Kip Raines
- Robert Duvall as Otto Halliwell
- Delroy Lindo as Det. Roland Castlebeck
- Timothy Olyphant as Det. Drycoff
- Will Patton as Atley Jackson
- Chi McBride as Donny Astricky
- Vinnie Jones as Sphinx
- Christopher Eccleston as Raymond "The Carpenter" Calitri
- Scott Caan as Tumbler
- T.J. Cross as Mirror Man
- William Lee Scott as Toby
- James Duval as Freb
- Frances Fisher as Junie Halliwell
- Grace Zabriskie as Helen Raines
- Carmen Argenziano as Detective Mayhew
- Bodhi Elfman as Fuzzy Frizzel
- Arye Gross as James Lakewood
- Michael Pena as Ignacio
- Master P. as Johnny B.