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- Woody Harrelson as Mickey Knox
- Juliette Lewis as Mallory Wilson Knox
- Robert Downey, Jr. as Wayne Gale
- Tom Sizemore as Detective Jack Scagnetti
- Tommy Lee Jones as Warden Dwight McClusky
- Rodney Dangerfield as Ed Wilson
- Edie McClurg as Mrs. Wilson
- Sean Stone as Kevin Wilson
- Lanny Flaherty as Earl
- Evan Handler as David
- Richard Lineback as Sonny
- Kirk Baltz as Roger
- Steven Wright as Dr. Emil Reingold
- Pruitt Taylor Vince as Deputy Warden Kavanaugh
- Joe Grifasi as Deputy Sheriff Duncan Homolka
- Everett Quinton as Deputy Wurlitzer
- Dale Dye as Dale Wrigley
- O-Lan Jones as Mabel