Illeana Douglas as Denise Waverly / Edna Buxton

Matt Dillon as Jay Phillips

Eric Stoltz as Howard Cazsatt

Bruce Davison as John Murray

Patsy Kensit as Cheryl Steed

Jennifer Leigh Warren as Doris Shelley

David Clennon as Dr. "Jonesy" Jones

Christina Pickles as Mrs. Buxton

John Turturro as Joel Millner

Sissy Boyd as Dress Saleswoman

Jill Sobule as Singing Contestant

Tegan West as M.C. at Talent Show

Richard Schiff as Audition Record Producer

Natalie Venetia Belcon as Betty

Kathy Barbour as Sha Sha

Diane Robin as Waitress in Diner

Eric Jerome Kirkland as Stylette

Irving Washington III as Stylette

Kurt Jackson as Stylette

Michael Angelo Saulsberry as Stylette

Drena De Niro as Receptionist #1

Jade Gordon as Girl in Coffee Shop

Tracy Vilar as Annie

Amanda de Cadenet as Receptionist #2

Martin Valinsky as Brill Building Songwriter

Lita Stevens as Radio Station Receptionist

Wendi Williams as Brill Building Hallway Singer

Latanyia Baldwin as Brill Building Hallway Singer

Josina Elder as Brill Building Hallway Singer

Necia Bray as Brill Building Hallway Singer

Larry Klein as Record Producer

Chris Isaak as Matthew Lewis

David Williams as Click Brother #1

Andrew Williams as Click Brother #1

Bridget Fonda as Kelly Porter

Lucinda Jenney as Marion

Deirdre Lewis as Girl in Howard's Bed

Buster as Baby Luma

John Nacco as Cab Driver

Lynne Adams as Kindly Nurse

Brittany English Stephens as Luma

Johnny Thomas III as Annie's Son

Harry Victor as Journalist

Jeffrey McDonald as Member of the Riptides

Steven Shane McDonald as Member of the Riptides

Brian Reitzell as Member of the Riptides

Cristina Ehrlich as The Riptides' Dancing Girl

Melanie A. Gage as The Riptides' Dancing Girl

Albert Macklin as TV Interviewer

J. Mascis as The Riptides' Engineer

Eric A. Stromer as Doris' L.A. Boyfriend

Robert Brunner as Theremin Player

Chris Shearer as Security Expert

China Kantner as Singer on Beach

Paige Dylan as Singer on Beach

Alicia Jaffee as Singer on Beach

Alice Cohen as Singer in Tree

Lita Hernandez as Singer in Tree

Delia González as Singer in Tree

Precious Chong as Crying Woman at Funeral

Peter Fonda as Guru Dave (voice)

Shawn Colvin as Commune Guitarist