Eddie Murphy as Rayford Gibson

Martin Lawrence as Claude Banks

Obba Babatundé as Willie Long

Nick Cassavetes as Sergeant Dillard

Bernie Mac as Jangle Leg

Michael Taliferro as Goldmouth

Anthony Anderson as Cookie

Barry Shabaka Henley as Pokerface

Miguel A. Núñez Jr. as Biscuit

Bokeem Woodbine as Can't Get Right

Lisa Nicole Carson as Sylvia

Sanaa Lathan as Daisy

Brooks Almy as Billy's Mama

Hal Havins as Billy

Poppy Montgomery as Older Mae Rose Abernathy

Venus DeMilo Thomas as Juke Joint Waitress

Ned Beatty as Dexter Wilkins

Noah Emmerich as Stan Blocker

Heavy D as Jake

Ned Vaughn as Young Sheriff Pike

R. Lee Ermey as Older Sheriff Pike

Clarence Williams III as Winston Hancock

Rick James as Spanky Johnson

O'Neal Compton as Superintendant Abernathy

Walter K. Jordan as Slim

Keith Burke as Shady Cardplayer

Sean Lampkin as Trustee at Line

Brent Jennings as Hoppin' Bob

David Alexander as Doctor

Leon Turner as Arm That Went Up