Susan Sarandon as Louise

Geena Davis as Thelma

Harvey Keitel as Hal

Michael Madsen as Jimmy

Christopher McDonald as Darryl

Stephen Tobolowsky as Max

Brad Pitt as J.D.

Timothy Carhart as Harlan

Lucinda Jenney as Lena, the Waitress

Jason Beghe as State Trooper

Sonny Carl Davis as Albert

Ken Swofford as Major

Shelly Desai as East Indian Motel Clerk

Carol Mansell as Waitress

Stephen Polk as Surveilance Man

Rob Roy Fitzgerald as Plainclothes Cop

Jack Lindine as I.D. Tech

Michael Delman as Silver Bullet Dancer

Kristel L. Rose as Girl Smoker

Noel L. Walcott III as Mountain Bike Rider

Marco St. John as Truck Driver (uncredited)

Gregory J. Barnett as State Police Officer (uncredited)

Robert 'Bobby Z' Zajonc as State Police Pilot (uncredited)

Charlie Sexton as Singer in Bar Band (uncredited)