- Will Smith as Robert Clayton Dean
- Gene Hackman as Edward "Brill" Lyle
- Jon Voight as NSA Assistant Director Thomas Brian Reynolds
- Regina King as Carla Dean
- Loren Dean as NSA Agent Loren Hicks, Reynolds' aide-de-camp
- Jake Busey as Krug, a USMC veteran and NSA field operative
- Barry Pepper as NSA Agent David Pratt
- Jason Lee as Daniel Leon Zavitz
- Gabriel Byrne as the Brill imposter who tries to kidnap Dean
- Lisa Bonet as Rachel Banks
- Jack Black as NSA Agent Fiedler, a surveillance analyst
- Jamie Kennedy as NSA Agent Jamie Williams
- Scott Caan as Jones, Krug's partner
- James LeGros as Jerry Miller, managing partner of Dean's firm
- Stuart Wilson as Congressman Sam Albert
- Ian Hart as NSA Agent John Bingham
- Jascha Washington as Eric Dean
- Anna Gunn as Emily Reynolds
- Grant Heslov as Lenny Bloom
- Bodhi Elfman as NSA Agent Van
- Dan Butler as NSA Director Admiral Shaffer
- Jason Robards as Congressman Philip Hammersley (uncredited)
- John Capodice as Old Worker #1
- Seth Green as NSA Agent Selby (uncredited)
- Tom Sizemore as Paulie Pintero (uncredited)
- Philip Baker Hall as Mark Silverberg (uncredited)

They've got Gabriel Byrne showing up for two minutes, coked up Tom Sizemore as a mafiaso and even Skylar White shows up in this bytch

They really spared no expense during this era of action movies on the bit part players.
Lisa Bonet in this .....god damn
