Jason Alexander as Michael Makeshift

Lolita Davidovich as Valeri Carboni

James Woods as Reggie Makeshift

Joe Mantegna as Stone

Jay Mohr as Dwayne

Robert Costanzo as Ranzier

Bea Arthur as Beverly Makeshift

Eda Reiss Merin as Rose

John Amos as Gray

Rob Reiner as Dr. Plosner

Haley Joel Osment as Danny

Tiffany Salerno as Cindy

Beau Gravitte as Bob

Una Damon as Bartender

Jerry Adler as Morton Makeshift

Lynne Felderman as Screaming Woman

Brian Herskowitz as Bakery Cart Man

Ken Lerner as Sgt. Moss

Zoaunne LeRoy as Mrs. Gelder

Greg Lewis as Bank Manager

Jonathan Penner as Cop #1

Ken Tipton as Leader of OverEaters Anonymous

Daena E. Title as Cop #2

Rip Torn as Capt. Cole

Kelly Wellman as Barbara Wellman

Steven Wright as Cabbie

Colin O'Herlihy as Bar Thug (uncredited)

Peter Wick as Witness (uncredited)