- Robert De Niro as Conrad Brean
- Dustin Hoffman as Stanley Motss
- 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 CIA Agent Charles Young
- Craig T. Nelson as Senator Neal
- George Gaynes as Senator Cole
- John Michael Higgins as John Levy
- Sean Masterson as Bob Richardson
- Suzie Plakson as Grace
- Woody Harrelson as Sergeant William Schumann
- Suzanne Cryer as Amy Cain
- James Belushi as himself
- Shirley Prestia as herself
- Roebuck "Pops" Staples as himself
- Merle Haggard as himself
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