* Dennis Hopper as Howard Payne
* Sandra Bullock as Annie Porter
* Joe Morton as Lieutenant Harold "Mac" McMahon
* Jeff Daniels as Ray Kehoe
* Richard Schiff as Stuart "Harry" Temple
* Beth Grant as Helen
* Alan Ruck as Stephen
* Glenn Plummer as Orville
* David Proval as Coach Eller
* Hawthorne James as Alex Penny
* Patrick Fischler as Ned Cromwell