* Robert Townsend as "Duck"
* Michael Wright as "J.T."
* Harry J. Lennix as "Donnie"
* Tico Wells as "Cecil"
* Leon Robinson as "Buster"
* Diahann Carroll as "Mrs. Washington"
* Al Freeman Jr. as "Reggie Washington"
* Vanessa Williams as "Cheryl"
* Phyllis Yvonne Stickney as "Barbara"
* Ned Beatty as "Mr. Sampson"
This was Robert Townsend's directorial debut and he also starred in the film. It's a coming-of-age story about a group of friends who form a musical group in the 1960s and navigate the challenges of their careers and personal lives.