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Sylvester Stallone as Jack Carter, Miranda Richardson as Gloria Carter, Rachael Leigh Cook as Doreen Carter, Rhona Mitra as Geraldine, Johnny Strong as Eddie, John C. McGinley as Con McCarty, Alan Cumming as Jeremy Kinnear, Michael Caine as Cliff Brumby, John Cassini as Thorpey, Mickey Rourke as Cyrus Paice, Mark Boone Junior as Jim Davis (as Mark Boone Jr.), Garwin Sanford as Les Fletcher, Darryl Scheelar as Security Guard, Crystal Lowe as Girl #1, Lauren Lee Smith as Girl #2 (as Lauren Smith), John Moore as Priest, Tyler Labine as Bud #1, Michel Cook as Richard Carter, Morgan Brayton as Waitress, Yves Cameron as Peter, Alexander Pervakov as Jimmy, Chris Duggan as Bouncer, Michael Rumain as Big Mike, Rob Lee as Simkins, Nathaniel DeVeaux as Vorhees, Riley Cantner as Ball Boy, Rydell Danzie as Holiday Shopper, Carrie Fleming as Geraldine's Roommate, Saskia Gould as Girlfriend, Stephen T. Kay as Man at Party, David Lea as Villian, Gretchen Mol as Audrey, Tom Sizemore as Les Fletcher (voice), Frank Stallone as Man at Funeral