Robert Downey Jr. as Thomas Reilly

Charles Grodin as Harrison Winslow

Alfre Woodard as Penny Washington

Kyra Sedgwick as Julia

Tom Sizemore as Milo Peck

David Paymer as Hal the Bus Driver

Elisabeth Shue as Anne

Bill Calvert as Frank Reilly

Lisa Lucas as Eva Reilly

Eric Lloyd as Thomas Reilly - Age 7

Shannon Orrock as Woman at Audition

Michael Zebulon as Singer at Audition

Chasiti Hampton as Shirley Washington - Age 7

Wanya Green as Diane Washington - Age 8

Janet MacLachlan as Agnes Miller

Javar David Levingston as Billy Washington - Age 4

Robert William Newhart as Bob Newhart

Sean O'Bryan as John McBride

Steven Clawson as Bartender

John Stuart Morris as Wanda

George Maguire as Music Director

Marc Shaiman as Piano Accompanist

Richard Portnow as Max Marco

Jacob Kenner as Duane Dortmueller - Age 10

Janette Caldwell as Woman in Cadillac

Janet Rotblatt as Mrs. Brodsky

Bill Capizzi as Race Track Ticket Clerk

Will Nye as Frank's Football Buddy

Eric Poppick as Mr. Polito

Susan Kellermann as Noelle

Robert Parnell as Mitchell

Ed Hooks as Jim

Michael Halton as Motorcycle Cop

Wren T. Brown as Sgt. Wm. Barclay

Richard Roat as Anne's Dad

Lorinne Vozoff as Anne's Mom

Bob Amaral as Duane Dortmueller

Luana Anders as Records Bureaucrat

John Goodwin as Security Guard

John Durbin as Stage Manager

B.B. King as Himself

Walter Riley King as B.B. King's Band

Melvin Jackson as B.B. King's Band

Leon Warren as B.B. King's Band

James Toney as B.B. King's Band

Michael Doster as B.B. King's Band

Calep Emphrey Jr. as B.B. King's Band

Tony Coleman as B.B. King's Band

Kymberly Newberry as Angela Barclay

Jamilah Adams Mapp as Samantha Barclay - Age 3

Tony Genaro as Man at Farmhouse

Melissa Biggs as Beatnik (uncredited)

Paul Moncrief as Concert Spectator (uncredited)

Kurtwood Smith as Patterson (uncredited)

Keaton Tyndall as Baby Thomas Reilly (uncredited)

Kylie Tyndall as Baby Thomas Reilly (uncredited)

Chloe Webb as Patient in Psychiatric Ward (uncredited)