- Guy Pearce as Leonard Shelby
- Carrie-Anne Moss as Natalie
- Joe Pantoliano as John Edward "Teddy" Gammell
- Mark Boone Junior as Burt
- Russ Fega as Waiter
- Jorja Fox as Catherine Shelby
- Stephen Tobolowsky as Samuel R. "Sammy" Jankis
- Harriet Sansom Harris as Mrs. Jankis
- Thomas Lennon as Doctor
- Callum Keith Rennie as Dodd
- Kimberly Campbell as Blonde
- Marianne Muellerleile as Tattooist
- Larry Holden as James F. "Jimmy" Grantz
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