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- Dustin Hoffman as Stanley Motss
- Robert De Niro as Conrad Brean
- Anne Heche as Winifred Ames
- Denis Leary as Fad King
- Willie Nelson as Johnny Dean
- Andrea Martin as Liz Butsky
- Kirsten Dunst as Tracy Lime
- William H. Macy as Agent Charles Young
- John Michael Higgins as John Levy
- Suzie Plakson as Grace
- Woody Harrelson as Sgt. William "The Old Shoe" Schumann
- Michael Belson as The President
- Suzanne Cryer as Amy Cain
- Jason Cottle as A.D.
- David Koechner as The Director
- Craig T. Nelson as Senator John Neal