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- Martin Lawrence as Earl Montgomery
- Steve Zahn as Hank Rafferty
- Colm Feore as Frank McDuff
- Bill Duke as Lieutenant Washington
- Eric Roberts as Nash
- Timothy Busfield as Charlie Reed
- Robinne Lee as Denise
- Matt McCoy as Robert Barton
- Brett Cullen as Heston
- Mari Morrow as Lola
- Stephen Tobolowsky as Billy Narthax
- Joe Flaherty as Owen Fergus