Anjelica Huston as Lilly Dillon

John Cusack as Roy Dillon

Annette Bening as Myra Langtry

Jan Munroe as Guy in bar

Robert Weems as Racetrack Announcer

Stephen Tobolowsky as Jeweler

Jimmy Noonan as Bartender

Richard Holden as Cop

Henry Jones as Sims

Michael Laskin as Irv

Eddie Jones as Mintz

Sandy Baron as Doctor

Lou Hancock as Nurse

Gailard Sartain as Joe

Noelle Harling as Nurse Carol Flynn

Ivette Soler as Maid

Pat Hingle as Bobo Justus

Paul Adelstein as Sailor - Young Paul

Jeremy Piven as Sailor - Freshman

Gregory Sporleder as Sailor - Spooney

David Sinaiko as Sailor - Stinky

Jeff Perry as Drunk

Jon Gries as Drunk's Friend

Micole Mercurio as Waitress

Charles Napier as Gloucester Hebbing

J. T. Walsh as Cole

Teresa Gilmore as Receptionist 1

Elizabeth Ann Feeley as Receptionist 2

Billy Ray Sharkey as FBI man

Frances Bay as Arizona Motel Clerk

Xander Berkeley as Lt. Pierson

John Gillespie as Bartender (uncredited)

Juliet Landau as Young Lilly (uncredited)

Sy Richardson as Cab Driver (uncredited)

Martin Scorsese as Opening voice-over (uncredited)