"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)
Stephen Frears
Director
Jim Thompson
Novel
Donald E. Westlake
Screenplay
Elmer Bernstein
Original Music Composer
Mick Audsley
Editor
Oliver Stapleton
Director of Photography
Juliet Taylor
Casting
Victoria Thomas
Llewellyn Wells
Production Manager
J. Stephen Buck
First Assistant Director
Joe Camp III
Second Assistant Director
Leslie McDonald
Art Direction
Nancy Haigh
Set Decoration
Richard Davis Jr.
Location Manager
Mary Cybulski
Script Supervisor
John Sutton
Sound Mixer
Ian Wright
Boom Operator
Julie Hewett
Makeup Artist
Cydney Cornell
Hairstylist
Kathleen M. Courtney
Production Coordinator
Beth Bernstein
Assistant Production Coordinator
Cynthia Quan
Production Accountant
Marco Mazzei
First Assistant Camera
Katherine M. Butler
Second Assistant Camera
Matthew Morrissey
Third Assistant Camera
Suzanne Hanover
Still Photographer
Kant Pan
Supervising Sound Editor
Peter Maxwell
Sound Re-Recording Mixer
Derek Holding
Dialogue Editor
Rick Dunford
Foley Editor
Douglas Fox
Property Master
Bill Cancienne
Assistant Property Master
Joseph Timothy Conway
Jody Hummer
Assistant Location Manager
Scott Plauche
Art Department Coordinator
Paige Augustine
Assistant Set Decoration
Claire Gaul
Robert Greenfield
Leadman
Mark Bridges
Assistant Costume Designer
Kimberly Adams
Elizabeth Feldbauer
Wardrobe Supervisor
Jack English
Gaffer
James Babineaux
Best Boy Electric
Gary Jensen
Stunt Coordinator
Frank Viviano
Construction Coordinator
Chris Snyder
Construction Foreman
A. Welch Lambeth
Transportation Coordinator
Bill M. Puluti
Transportation Captain
Jory Weitz
Casting Associate
Barbara De Fina
Executive Producer
Producer
Jim Painter
Robert A. Harris
Peggy Rajski
Co-Producer
Dennis Gassner
Production Design
Richard Hornung
Costume Design