Haley Joel Osment as Beary Barrington (voice)

Diedrich Bader as Officer Cheets / Ted Bedderhead (voice)

Candy Ford as Trixie St. Claire (voice)

James Gammon as Big Al (voice)

Brad Garrett as Fred Bedderhead (voice)

Toby Huss as Tennessee O'Neal (voice)

Kevin Michael Richardson as Henry Dixon Taylor (voice)

Stephen Root as Zeb Zoober (voice)

Christopher Walken as Reed Thimple

Stephen Tobolowsky as Norbert Barrington

Daryl Mitchell as Officer Hamm

M.C. Gainey as Roadie

Alex Rocco as Rip Holland

Meagen Fay as Mrs. Barrington

Jennifer Paige as Waitress

Eli Marienthal as Dexter "Dex" Barrington

Queen Latifah as Cha-Cha

Chip Chinery as Tom Tamina

Carolyn Almos as Tina Tamina

Marcus Knight as Chef

Michael Lawrence Morgan as Benny Bogswaggle

Alpheus Merchant as Elderly Black Man

Daniel Escobar as Store Manager

Christopher Darga as Mr. Slamboni

Jess Harnell as Long-Haired Dude

Ann Hastings as Elderly Woman

Paul Rugg as TV Reporter

Betty Weiss as Cashier

Josh Quirk as Fry Cook

Sean O'Connell as Grip

Larry Burke as Video Roadie

Wyclef Jean as Self

Elton John as Elton John

Willie Nelson as Willie Nelson

Don Henley as Don Henley / Tennessee O'Neal (singing voice)

Krystal Harris as Self

Bonnie Raitt as Self / Trixie St. Claire (singing voice)

Brian Setzer as Self

Don Was as Self

Xzibit as Self