"Two men in 1930s Mississippi become friends after being sentenced to life in prison together for a crime they did not commit."
Eddie Murphy
as Rayford Gibson
Martin Lawrence
as Claude Banks
Obba Babatundé
as Willie Long
Nick Cassavetes
as Sergeant Dillard
Anthony Anderson
as Cookie
Barry Shabaka Henley
as Pokerface
Brent Jennings
as Hoppin' Bob
Bernie Mac
as Jangle Leg
Miguel A. Núñez Jr.
as Biscuit
Michael Taliferro
as Goldmouth
Guy Torry
as Radio
Bokeem Woodbine
as Can't Get Right
Ned Beatty
as Dexter Wilkins
Lisa Nicole Carson
as Sylvia
O'Neal Compton
as Superintendant Abernathy
Noah Emmerich
as Stan Blocker
Rick James
as Spanky Johnson
Clarence Williams III
as Winston Hancock
Heavy D
as Jake
Bonz Malone
as Leon
Ned Vaughn
as Young Sheriff Pike
R. Lee Ermey
as Older Sheriff Pike
Sanaa Lathan
as Daisy
Allyson Call
as Young Mae Rose
Poppy Montgomery
as Older Mae Rose Abernathy
James D. Brubaker
as Judge
Walter K. Jordan
as Slim
Brooks Almy
as Billy's Mama
Hal Havins
as Billy
Hildy Brooks
as Nurse Doherty
Kenn Whitaker
as Isaac
Ernie Lee Banks
as Bathroom Attendant
David Alexander
as Doctor
Johnny Brown
as Blind Reverend Clay
Armelia McQueen
as Mrs. Clay
Todd Everett
as Deputy at Mansion
Don Harvey
as Man with Lantern
Venus DeMilo Thomas
as Juke Joint Waitress
Zaid Farid
as Shady Cardplayer
Keith Burke
Kenneth White
as Deputy
Leonard O. Turner
as Superintendant Burke
Augie Blunt
as Man in Prison
Quantae Love
as Trustee at Line
Sean Lampkin
James Emory Jr.
as Goldmouth's Son
Bill Gratton
as Fire Inspector
Reamy Hall
as Mrs. Dillard
George Hartmann
as Prison Guard
Zack Helvey
as Captain Tom Burnette
Haskell V. Anderson III
as Junkie (as Haskell Vaughn Anderson III)
Kimble Jemison
as Gang Banger
Jordan Mahome
William S. Taylor
as Bagman (as William Taylor)
Jay Arlen Jones
as Bagman
Oscar Jordan
as Juke Joint Guitarist
Jordan Lund
as Funeral Chaplain
Ronald Moss
as Bouncer (as Ronald Lee Moss)
Betty Murphy
as Mrs. Abernathy
Walter Powell
as Waiter (as Walter Powell Jr.)
Christophe Prévost
as Pilot (as Chris Prevost)
Dawn Robinson
as Club Crooner
Steve Boyles
as Mule Cart Driver
Sydney 'Big Dawg' Colston
as Henchman (uncredited)
Ted Demme
Director
Producer
Wyclef Jean
Original Music Composer
Geoffrey Simpson
Director of Photography
Jeffrey Wolf
Editor
Robert Ramsey
Screenplay
Matthew Stone
Brian Grazer
Margery Simkin
Casting
Louis Niemeyer
Assistant Camera
Bill Corso
Makeup Effects
Dan Bishop
Production Design
Kazu Hiro
Key Makeup Artist
Carmen Cuba
Casting Associate