Marlon Wayans as Darryl Witherspoon

David Spade as Scott Thorpe

Matthew Lillard as Tim LaFlour

Rip Torn as Randall Tyson

Tamara Taylor as Janice Tyson

Brad Dourif as Dr. Thomas Wheedon

Esther Scott as Denise Witherspoon

Debra Jo Rupp as Fertility Clinic Attendant

Mark Christopher Lawrence as Wig Shop Owner

John Ingle as Economics Professor

Ernie Lively as Coach Brandau

Jenette Goldstein as Nurse Alvarez

Kenya Moore as Lorraine

Constance Zimmer as Zestfully Clean Woman

Ken Lerner as Dean Barlow

Greg Grunberg as Steve

Orlando Brown as Brandon Witherspoon

Jeff Garlin as Arlo Vickers

Patrick Ewing as Self

Sherman Hemsley as Smythe/Bates Doorman

Janet Dey as Board Member (uncredited)