Martin Lawrence as Terrence Paul "T-Paul" Davidson

Tim Robbins as Nick Beam

John C. McGinley as Davis "Rig" Lanlow

Giancarlo Esposito as Charlie Dunt

Kelly Preston as Ann Beam

Michael McKean as Phillip "P.B." Barrow

Rebecca Gayheart as Danielle

Irma P. Hall as Bertha "Mama" Davidson

Steve Oedekerk as Security Guard Baxter

Susan Barnes as Delores

Samaria Graham as Lisa Davidson

Penny Bae Bridges as Tonya Davidson

Randy Oglesby as Sheriff Earl

Caroline Keenan as Ann's Sister

J.J. Boone as Ginger

Kim Kim as Mary Ann

Marcus T. Paulk as Joey Davidson

Mary Jo Keenen as Grace

Lisa Mende as Emma

Clark Reiner as Alan

Ned Gill as Zach

Patrick Cranshaw as Henry

Steven M. Porter as Bart, Sheriff Officer #1

David Lea as English Driver

Lance August as L.A.P.D. Officer

Blake Clark as Gas Station Cashier

Robert Louis Kempf as Hillbilly Attendant

Dan Martin as L.A.P.A. Sergeant

Joe Minjares as Security Guard

Carl Sundstrom as Overweight Security Guard

Hank Garrett as Manny - The Bartender

Jim Meskimen as Ginger

Victoria Redstall as Woman in Bar