- Jeremy Blackman as Stanley Spector
- Tom Cruise as Frank T.J. Mackey
- Melinda Dillon as Rose Gator
- April Grace as Gwenovier
- Luis Guzmán as Luis Guzman
- Philip Baker Hall as Jimmy Gator
- Philip Seymour Hoffman as Phil Parma
- Ricky Jay as Burt Ramsey (also provided narration)
- William H. Macy as Quiz Kid Donnie Smith
- Alfred Molina as Solomon Solomon
- Julianne Moore as Linda Partridge
- Michael Murphy as Alan Kligman, Esq.
- John C. Reilly as Jim Kurring
- Jason Robards as Earl Partridge
- Melora Walters as Claudia Wilson Gator
- Michael Bowen as Rick Spector
- Henry Gibson as Thurston Howell
- Felicity Huffman as Cynthia
- Emmanuel Johnson as Dixon
- Don McManus as Dr. Landon
- Eileen Ryan as Mary
- Danny Wells as Dick Jennings
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