* Tom Sizemore as Don Diego
* Burt Reynolds as Frank "Finks" Finley
* Timothy Olyphant as Rick Crumb
* Lauren Holly as Heather Lee Donlan
* Cheech Marin as Mr. Martinez
* David Koechner as Principal Williams
* Robert Davi as Detective Frank Malone
* Renée Taylor as Miss Evelyn
* Paul Dano as Kyle, The Hippie Kid