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- Jim Carrey as Charlie Baileygates
- Renee Zellweger as Irene P. Waters
- Chris Cooper as Lt. Gerke
- Robert Forster as Colonel Partington
- Richard Jenkins as Agent Boshane
- Zen Gesner as Agent Peterson
- Michael Bowman as Casper
- Daniel Greene as Dickie Thurman
- Anthony Anderson as Jamal Baileygates
- Mongo Brownlee as Lee Harvey Baileygates
- Jerod Mixon as Shonte Jr. Baileygates
- Tony Cox as Limo Driver
- Traylor Howard as Layla Baileygates
- Anna Kournikova as Motel Manager