George Clooney as Capt. Billy Tyne

Mark Wahlberg as Bobby Shatford

Diane Lane as Christina "Chris" Cotter

John C. Reilly as Dale "Murp" Murphy

William Fichtner as David "Sully" Sullivan

Mary Elizabeth Mastrantonio as Linda Greenlaw

John Hawkes as Mike "Bugsy" Moran

Dash Mihok as Sgt. Jeremy Mitchell

Karen Allen as Melissa Brown

Bob Gunton as Alexander McAnally III

Cherry Jones as Edie Bailey

Allen Payne as Alfred Pierre

Josh Hopkins as Capt. Darryl Ennis

Todd Kimsey as Lt. Rob Pettit

Christopher McDonald as Todd Gross

Michael Ironside as Bob Brown

Rusty Schwimmer as Irene "Big Red" Johnson

Janet Wright as Ethel Shatford

Chris Palermo as Flight Engineer Borgers

Wiley M. Pickett as Sgt. Millard Jones

Hayden Tank as Dale Murphy, Jr.

Merle Kennedy as Debra Murphy

Jennifer Sommerfeld as Alfred Pierre's Girlfriend

Joseph D. Reitman as Douglas Kosco

Sandy Ward as Quentin - The Old Timer

Melissa Samuels as Pam - Todd Gross' Assistant

Steven Barr as Commander Brudnicki

Billy Mayo as C-130 Pilot

Marcio Rosario as Pool Player (uncredited)

Brad Martin as Gloucester Fisherman #1 (uncredited)