Robert Townsend as Jefferson Reed

Marla Gibbs as Mrs. Reed

Eddie Griffin as Michael

Robert Guillaume as Ted Reed

James Earl Jones as Earnest Moses

Roy Fegan as Simon

Don Cheadle as Goldilocks

Sinbad as Malik, Stacy's Boyfriend

Frank Gorshin as Byers the Mobster

Big Daddy Kane as Pirate

Bill Cosby as Marvin

Chris Tucker as MC in Mall (uncredited)

Wallace Shawn as Mr. Little

Bobby McGee as Uzi, Golden Lord Gunman

Joel Weiss as Orderly

John Witherspoon as Clarence James Carter III

Another Bad Creation as Junior Lords

Stephanie Williams as Stacy

Luther Vandross as Jamison

Nancy Wilson as Principal Laws

Tommy Lister Jr. as Digit

Jenifer Lewis as Mrs. Williams

Cynthia Belgrave as Mrs. Harris

Marilyn Coleman as Mrs. Walker

Biz Markie as Himself

Beverly Johnson as Doctor

LaWanda Page as Old Nurse

Lela Rochon as Vanessa

Charlayne Woodard as Janice Farrell

Tommy Redmond Hicks as Officer Patterson

Stu Gilliam as Dr. Jones

Chris Tucker as Mall MC

Treach as Blood

Faizon Love as Maurice

Clayton LeBouef as Junkie

B-Real as Crip

Sen Dog as Crip

DJ Muggs as Crip