Nick Nolte as Max Hoover

Melanie Griffith as Katherine Hoover

Chazz Palminteri as Elleroy Coolidge

Michael Madsen as Eddie Hall

Chris Penn as Arthur Relyea

Treat Williams as Fitzgerald

Jennifer Connelly as Allison Pond

Daniel Baldwin as McCafferty

Andrew McCarthy as Jimmy Fields

John Malkovich as General Thomas Timms

Kyle Chandler as Captain

Ed Lauter as Earl

Melinda Clarke as Cigarette Girl

Ernie Lively as Foreman

Suzanne Solari as Perino's Girl

Alisa Christensen as Spaghetti Girl

Bruce Dern as The Chief

Louise Fletcher as Esther

Rob Lowe as Hoodlum

William Petersen as Jack Flynn

Aaron Neville as Nite Spot Singer

Titus Welliver as Kenny Kamins

Chelsea Harrington as Lolita

Sharmagne Leland-St. John as Woman in Night Club (uncredited)

Brad Hunt as Guard