Alyssa Milano as Hugo Dugay

Patrick Dempsey as Floyd Gaylen

Cathy Moriarty as Minerva

Malcolm McDowell as Henry Dugay

Robert Downey Jr. as Franz Mazur

Mark Boone Junior as Pool Supply Man

Sean Penn as Strange Hitchhiker

Richard Lewis as Chick Chicalini

Bert Remsen as Sad Old Man

Chuck Barris as Irwin

Jim Shield as Lifeguard

Ann Magnuson as Drowning Matron

Eddie Perez as Gardener