Duane Martin as Conrad 'Rad' McRae

Vivica A. Fox as Lisa

Meagan Good as Fake Venus

Michael Taliferro as B Free

Jadakiss as Benjamin / Killer Ben

Geoffrey Blake as

Daniel Dae Kim as Miyako

Sticky Fingaz as Demise

Iona Morris as

Stacey Dash as Real Venus

Gabrielle Union as Masked Woman

Faizon Love as David Rabinowitz

Darcy Donavan as Miyako's Girlfriend

Zachary Isaiah Williams as Basketball Player

Tanisha Grant as Student

Myquan Jackson as Q-Dig

Gwen McGee as Chant Woman

Somaya Reece as Rhonda

Black Shadow as B Free's Henchman

Smalls as Thug

Lauree Sugar as B Free's girlfriend

Oren Williams as Kyle

Susanne Heinrich as

Miranda Kwok as Tommy Wong

Summer Simmons as Lt. Ellie

William Shipman as Bodyguard (uncredited)

Brooklyn McLinn as Tracy