Nathan Lane as Max Bialystock

Matthew Broderick as Leo Bloom

Uma Thurman as Ulla

Will Ferrell as Franz Liebkind

Gary Beach as Roger DeBris

Roger Bart as Carmen Ghia

Eileen Essell as Hold Me-Touch Me

Michael McKean as Prison Trustee

David Huddleston as Judge

Debra Monk as Lick Me-Bite Me

Andrea Martin as Kiss Me-Feel Me

Jon Lovitz as Mr. Marks

Bryn Dowling as Usherette / Girl with Pearls / Little Old Lady / Bavarian Peasant

Meg Gillentine as Usherette / Girl with Pearls / Little Old Lady / Tapping Brown Shirt

Kevin Ligon as Workman / Little Old Lady

Ray Wills as Bum

Marilyn Sokol as Bag Lady

Brad Oscar as Cab Driver

Tory Ross as Misfit Showgirl

Brent Barrett as Brian the Set Designer

Peter Bartlett as Kevin the Costume Designer

Jim Borstelmann as Scott the Choreographer / Donald Dinsmore / Little Old Lady / Bavarian Peasant

Kathy Fitzgerald as Shirley Markowitz / Little Old Lady

Jai Rodriguez as Sabu the Houseboy

Jason Antoon as Jason Green

Jonathan Freeman as Ticket Taker

John Barrowman as Lead Tenor

Fred Applegate as Officer O'Toole

Jerry Richardson as Officer O'Reilly

Timothy Shew as Officer O'Rourke

Danny Mastrogiorgio as Jail Guard

Richard Kind as Jury Foreman

James Biberi as Sing Sing Prison Guard

Mel Brooks as Hilda the Pigeon / Tom the Cat (voice)

Dan Bittner as Stormtrooper

Ronn Carroll as Stormtrooper Mel

Nancy Johnston as Little Old Lady

Francesca Harper as Ensemble

Roland Rusinek as Jack Lapidus/ Soundtrack Vocallist

Dana Lorge as Little Old Lady

Eileen Casey as Little Old Lady

Alice Cannon as Little Old Lady

Kevin Sebastian as Audience Member (uncredited)

Karen Shallo as Little Old Lady