Ray Parker, Jr. as Will

Jan-Michael Vincent as Parker

Gary Frank as Barry

Frances Foster as Elva Briggs

Tony Todd as The Count

Stacey Dash as Toni Briggs

Deon Richmond as Chet

Tiger Haynes as Barton

Charles Randall as Mr. Beckhorne

Peter Wise as Haj

Robert Lee Rush as Psycho

Lynnie Godfrey as Althea

Theo Caesar as Decon

Tad Truesdale as James Sr.

Renee Banks as The Hooker

Kadeem Hardison as A-Train

Deborah Benson as The Secretary

John H. Overtani as El Mortes Gang Member