Bill Cosby as Elliot Hopper

Kimberly Russell as Diane Hopper

Denise Nicholas as Joan

Ian Bannen as Sir Edith Moser

Christine Ebersole as Carol

Barry Corbin as Mr. Emery Collins

Salim Grant as Danny Hopper

Brooke Fontaine as Amanda Hopper

Dakin Matthews as Mr. Seymour

Dana Ashbrook as Tony Ricker

Omar Gooding as Stuart

Raynor Scheine as Curtis Burch (The Cabbie)

Arnold Stang as Mr. Cohen

Brian Stokes Mitchell as Mr. Turner

Lisa Mené Nemacheck as Jonelle

Donzaleigh Abernathy as E.R. Nurse

George Ganz as Mr. Nero

Cynthia L. James as E.R. Doctor

Josef Hajduk as Student #1

Kevin Lee as Student #2

Becky Katzen as Student #3

Bryant Edwards as Student #4

Trenton Teigen as Student #5

Mary Munday as Executive #1

Norman Merrill as Executive #2

Ted Hayden as Executive #3

Raymond E. Foti as Executive #4

Frank Biro as Executive #5

Amy Hill as Nurse #1

Patrika Darbo as Nurse #2

Kenny Ford Jr. as Buddy #1

Adam Jeffries as Buddy #2

Austin Garrett as Buddy #3

Douglas Johnson as Lab Technician

James McIntire as Sheriff

Eric Menyuk as Clinic Doctor

Rita Vassallo as I.C.U. Nurse #1

Jeanne Mori as I.C.U. Nurse #2

Jizelle Morris as Screaming Girl

Pamela Poitier as Nurse Satler

Robin Pearson Rose as Hospital Administrator

Becky Sweet as Classmate

Robert Covarrubias as Man In Waiting Room

Meredith Gordon as Woman In Taxi

Cedric Scott as Announcer

LaGloria Scott as Additional Voices (Voice)

Kerry Gutierrez as Additional Voices (Voice)

Kaleena Kiff as Additional Voices (Voice)

Rocky Krakoff as Additional Voices (Voice)

Jonathan Brandis as Additional Voices (Voice)

Ryan McWhorter as Additional Voices (Voice)

Suzanne Stone as Additional Voices (Voice)

Barbara Harris as Additional Voices (Voice)

Carol King as Additional Voices (Voice)

Doris Hess as Additional Voices (Voice)

Cathy Cavadini as Additional Voices (Voice)

David McCharen as Additional Voices (Voice)

David J. Randolph as Additional Voices (Voice)

Greg Finley as Additional Voices (Voice)

Bryan Scott as Additional Voices (Voice)

J.D. Hall as Additional Voices (Voice)

Joseph Chapman as Additional Voices (Voice)

John C. McDonnell as Patient (Uncredited)

Ivonne Perez Montijo as Pregnant Woman (Uncredited)

Kyle Pittman as Kid (Uncredited)