Nick Nolte as Lee Umstetter

Ernie Hudson as Bagdad

Rita Taggart as Lillian Bingington

Mark Rolston as Dave

Lane Smith as Claude

John Toles-Bey as Navarro

Joe Mantegna as Carmine

Essex Smith as Vocalist

Sam L. Waymon as Vocalist

Orville Stoeber as Lead Guitar

Cyro Baptista as Bass Guitar

J.J. Johnston as Lazarus

William Forsythe as Burt the Booster

Anne Ramsey as Mom Umstetter

Ray Reinhardt as Pop Umstetter

Amanda Gronich as Bagdad's Girlfriend

Felton Perry as Associate Warden

Barton Heyman as Godot Player

Kirsten Baker as Kirsten