Eminem as Jimmy

Kim Basinger as Stephanie

Mekhi Phifer as Future

Brittany Murphy as Alex

Evan Jones as Cheddar Bob

Omar Benson Miller as Sol George

De'Angelo Wilson as DJ IZ

Eugene Byrd as Wink

Taryn Manning as Janeane

Larry Hudson as Bouncer

Proof as Lil'Tic

Mike Bell as Shorty Mike

DJ Head as Battle DJ

Michael Shannon as Greg Buehl

Chloe Greenfield as Lily

Mary Hannigan as Mrs. Helgeland

Anthony Mackie as Papa Doc

Strike as Lyckety-Splyt

Nashawn 'Ox' Breedlove as Lotto

Na'Keya Snoddy as Papa Doc's Girl

Malik Barnhardt as Moochie

Day Golfin as Day

Allen Adams as Omar

Hom as First Parking Lot Rapper

Obie Trice as Second Parking Lot Rapper

Njeri Earth as Third Parking Lot Rapper

Jennifer Kitchen as Willing Girl

Kyla Womack as Alex's Friend

Melissa Zaglanikzny as Christine

Rockey Black as Rocky

Craig Chandler as Paul

Paul Bates as Manny

Miz-Korona as Female Lunch Truck Rapper

Xzibit as Male Lunch Truck Rapper

Abdul Salaam El Razzac as Joe Lee Patton

Steven Monroe as Plant Worker

John Smith Jr. as Lobby Security Guard

Venicia Foreman as WJLB Receptionist

Waverly W. Alford II as Big O

Bushman as WJLB Disc Jockey

Adam Brook as Roy Darucher

Brandon T. Jackson as Chin Tiki Club Goer (uncredited)