Charlie Sheen as Carl Taylor

Emilio Estevez as James St. James

Leslie Hope as Susan Wilkins

Keith David as Louis Fedders

Dean Cameron as Pizza Man

John Getz as Maxwell Potterdam III

Hawk Wolinski as Biff

John Lavachielli as Mario

Geoffrey Blake as Frost

Cameron Dye as Luzinski

John Putch as Mike

Tommy Hinkley as Jeff

Darrell Larson as Jack Berger

Sy Richardson as Walt Richardson

Kari Whitman as Judy

Troy Evans as Capt. Dalton

Bob Brown as Henchman #1

Erik Stabenau as Henchman #2

Bobby Burns as Henchman #3

Eddie Braun as Henchman #4

Brad Wyman as Rent-a-Cop

Matt Robinson as Rent-a-Cop

James 'Poorman' Trenton as Narrator (voice)

Jennifer Badham as Flakey Girl (voice)

Bryan Scott as Voice Over