Edward Burns as Paulie

John Leguizamo as TC (Tony)

Matthew Lillard as Desmond 'Dez' Howard

Donal Logue as Jimbo

Jay Mohr as Cousin Mike Sullivan

Brittany Murphy as Sue

Heather Burns as Jules

Shari Albert as Tina Howard

Jessica Capshaw as Jen

John F. O'Donohue as Pops

Spencer Fox as Little Jack

Amy Leonard as Crystal

Arthur J. Nascarella as Mr. B

Joe Pistone as Top Cat

John Russo-Zirkel as Little Matt

Jamie Tirelli as TC's Dad

Kevin Kash as Strip Club MC

Tito Ruiz as Man in Bar

Marion McCorry as Paulie's Mom (uncredited)

John Mahoney as Paulie's Dad (uncredited)

Catharine Bolz as Dez's Mom (uncredited)

Isaac Gabaeff as Butter Tongue Roadie (uncredited)

Claudia L. Brown as Pole Dancer (uncredited)

Julie McNiven as Girl with Band (uncredited)