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- Samuel L. Jackson as Louis Hinds
- Bernie Mac as Floyd Henderson
- Sharon Leal as Cleo Whitfield
- Sean Hayes as Danny Epstein
- Affion Crockett as Lester "The Court Jester"
- Adam Herschman as Phillip
- Fatso-Fasano as Pay-Pay
- Jackie Long as Zig-Zag
- John Legend as Marcus Hooks
- Jennifer Coolidge as Rosalee
- Isaac Hayes as Himself
- Mike Epps as Duane Henderson
- Millie Jackson as Floyd's Ex
- Sara Erikson as Chastity
- Vanessa del Rio as The Full Figured Neighbor
- Randy Jackson as The Narrator