Damon Wayans as Darryl Walker

David Alan Grier as Kevin Walker

Robin Givens as Kimberly Jonz

Christopher Lawford as Mayor Marvin Harris

Jason Alexander as Mr. Stone

Michael Wayans as Young Darryl

Damon Wayans Jr. as Young Kevin

Lynne Thigpen as Grandma Walker

Nick Corello as Sammy the Blade

Joseph Vassallo as Tony the Match

John Moschitta Jr. as Mr. Crudd

Jon Polito as Michael "The Suit" Minelli

Gwen E. Davis as Lady

Robert Schimmel as Officer

Greg Kinnear as Talk Show Host

Tony Cox as Midget Man

Kevin West as Gay Man

Arsenio Hall as Self

Yvette Wilson as Fat Girl