Robert Townsend

as Jefferson Reed

Marla Gibbs

as Mrs. Reed

Eddie Griffin

as Michael

Robert Guillaume

as Ted Reed

James Earl Jones

as Earnest Moses

Roy Fegan

as Simon

Don Cheadle

as Goldilocks

Sinbad

as Malik, Stacy's Boyfriend

Frank Gorshin

as Byers the Mobster

Big Daddy Kane

as Pirate

Bill Cosby

as Marvin

Chris Tucker

as MC in Mall (uncredited)

Wallace Shawn

as Mr. Little

Bobby McGee

as Uzi, Golden Lord Gunman

Joel Weiss

as Orderly

John Witherspoon

as Clarence James Carter III

Another Bad Creation

as Junior Lords

Stephanie Williams

as Stacy

Luther Vandross

as Jamison

Nancy Wilson

as Principal Laws

Tommy Lister Jr.

as Digit

Jenifer Lewis

as Mrs. Williams

Cynthia Belgrave

as Mrs. Harris

Marilyn Coleman

as Mrs. Walker

Biz Markie

as Himself

Beverly Johnson

as Doctor

LaWanda Page

as Old Nurse

Lela Rochon

as Vanessa

Charlayne Woodard

as Janice Farrell

Tommy Redmond Hicks

as Officer Patterson

Stu Gilliam

as Dr. Jones

Chris Tucker

as Mall MC

Treach

as Blood

Faizon Love

as Maurice

Clayton LeBouef

as Junkie

B-Real

as Crip

Sen Dog

as Crip

DJ Muggs

as Crip