Megan Fox as Lily

Mickey Rourke as Nate

Bill Murray as Happy Shannon

Rhys Ifans as Sam

Kelly Lynch as Harriet

Chuck Liddell as Aldo

Chris Browning as Cecil

Mark Sivertsen as Walt (Man #2)

Rory Cochrane as Rickey

Frank Bond as Man #1 (with Walt)

Arron Shiver as Russell

Lora Martinez-Cunningham as Nurse Kohl

Robert Wisdom as Malcolm

Liezl Carstens as April

Alex Essoe as Audrey

Brian Doyle-Murray as Billy Berg

Marc Miles as Jake

Susan Traylor as Red

Armin Amiri as Bartender

Bernardo P. Saracino as Father

Marc Mouchet as Bandleader

Bruce McIntosh as Dr. Rosenblum

Andy McPhee as Donnie

Josh Berry as Thug

Mike Miller as Drunken Millionaire Singer

Alexandra Ruddy as Girl #1

Jimmy Scott as Self

David Midthunder as Head Tarahumara Indianer

Charlie B. Brown as Kurt

Antoinette Antonio as TV Reporter

Solomon Burke as Himself

Dimitri Dimitrov as Maitre D

Alan Blazek as Thug #2

Marah Fairclough as Model

Linda Diane Holley as Cocktail Party Attendee

Jon Reigle as Sideshow freak / pierced weightlifter

Avu as Carnival visitor (uncredited)

Alexandra Boylan as (uncredited)

Danielle Brown as Bearded Lady (uncredited)

Jeremy Cannon as Harold (uncredited)

John H. Euber as Upscale Gentleman (uncredited)

Kevin Fowlkes as Wardell (uncredited)

Bob Kaye as Upscale gentleman (uncredited)

Cynthia Lee as Wealthy Socialite (uncredited)

Shane Lynch as High School Girl (uncredited)

Meggie Maddock as Starlet (uncredited)

Sandi K Shelby as Upscale Party Attendee (uncredited)

J. Nathan Simmons as Circus Attendee (uncredited)

Z. Ray Wakeman as Red Carpet Celebrity (uncredited)

John Cenatiempo as Roland

Steven Ray Byrd as Young Upscale Gala Guest

Melissa Christopher as Nurse

Tina Borek as Upscale Wife

Jim Wisniewski as Dancer (uncredited)