Joe Pesci as Joe Waters

Danny Glover as Gus Green

Rosanna Arquette as Rita

Lynn Whitfield as Angie

Willie Nelson as Billy 'Catch' Pooler

James R. Greene as Bubba

Deborah Smith Ford as Diner Patron

Nick Brimble as Dekker Massey

Gary Grubbs as Phil Beasly

Carol Kane as Donna Waters

Edythe Davis as Cookie Green

Jenna Bari as Gena Waters

Maury Chaykin as Kirk, Waiter (uncredited)

Louise Fletcher as Restaurant Owner (uncredited)

Jonathan Avildsen as Parking Lot Valet

Claudia Haro as Julie

Deborah Smith Ford as Restaurant Patron

Alfred Nittoli as Vending Worker #2

Samantha Brown as Tracy Green