"A small-time conman has his loyalties torn between his estranged mother and his new girlfriend, both of whom are high-stakes grifters with their own angles to play."
Anjelica Huston
as Lilly Dillon
John Cusack
as Roy Dillon
Annette Bening
as Myra Langtry
Jan Munroe
as Guy in bar
Robert Weems
as Racetrack Announcer
Stephen Tobolowsky
as Jeweler
Jimmy Noonan
as Bartender
Richard Holden
as Cop
Henry Jones
as Sims
Michael Laskin
as Irv
Eddie Jones
as Mintz
Sandy Baron
as Doctor
Lou Hancock
as Nurse
Gailard Sartain
as Joe
Noelle Harling
as Nurse Carol Flynn
Ivette Soler
as Maid
Pat Hingle
as Bobo Justus
Paul Adelstein
as Sailor - Young Paul
Jeremy Piven
as Sailor - Freshman
Gregory Sporleder
as Sailor - Spooney
David Sinaiko
as Sailor - Stinky
Jeff Perry
as Drunk
Jon Gries
as Drunk's Friend
Micole Mercurio
as Waitress
Charles Napier
as Gloucester Hebbing
J. T. Walsh
as Cole
Teresa Gilmore
as Receptionist 1
Elizabeth Ann Feeley
as Receptionist 2
Billy Ray Sharkey
as FBI man
Frances Bay
as Arizona Motel Clerk
Xander Berkeley
as Lt. Pierson
John Gillespie
as Bartender (uncredited)
Juliet Landau
as Young Lilly (uncredited)
Sy Richardson
as Cab Driver (uncredited)
Martin Scorsese
as Opening voice-over (uncredited)
Elmer Bernstein
Original Music Composer
Jim Thompson
Novel
Stephen Frears
Director
Donald E. Westlake
Screenplay
Mick Audsley
Editor
Oliver Stapleton
Director of Photography
Derek Holding
Dialogue Editor
Claire Gaul
Assistant Set Decoration
Peter Maxwell
Sound Re-Recording Mixer
Bill Cancienne
Assistant Property Master
Leslie McDonald
Art Direction
Robert Greenfield
Leadman
Gary Jensen
Stunt Coordinator
Joe Camp III
Second Assistant Director
Julie Hewett
Makeup Artist
Marco Mazzei
First Assistant Camera
Katherine M. Butler
Second Assistant Camera
Scott Plauche
Art Department Coordinator
Mark Bridges
Assistant Costume Designer
A. Welch Lambeth
Transportation Coordinator
Llewellyn Wells
Production Manager
Cydney Cornell
Hairstylist
Cynthia Quan
Production Accountant
Ian Wright
Boom Operator
Paige Augustine
Kimberly Adams
James Babineaux
Best Boy Electric
J. Stephen Buck
First Assistant Director
Kathleen M. Courtney
Production Coordinator
Beth Bernstein
Assistant Production Coordinator
Kant Pan
Supervising Sound Editor
Joseph Timothy Conway
John Sutton
Sound Mixer
Rick Dunford
Foley Editor
Douglas Fox
Property Master
Elizabeth Feldbauer
Wardrobe Supervisor
Chris Snyder
Construction Foreman
Victoria Thomas
Casting
Mary Cybulski
Script Supervisor
Matthew Morrissey
Third Assistant Camera
Frank Viviano
Construction Coordinator
Jody Hummer
Assistant Location Manager
Jack English
Gaffer
Nancy Haigh
Set Decoration
Suzanne Hanover
Still Photographer
Bill M. Puluti
Transportation Captain
Juliet Taylor
Richard Davis Jr.
Location Manager
Jory Weitz
Casting Associate
Robert A. Harris
Producer
Barbara De Fina
Executive Producer
Peggy Rajski
Co-Producer
Jim Painter
Richard Hornung
Costume Design
Dennis Gassner
Production Design