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| Bill Pullman | Fred Madison |
| Patricia Arquette | Renee Madison/Alice Wakefield |
| Balthazar Getty | Pete Dayton |
| Robert Blake | Mystery Man |
| Natasha Gregson Wagner | Sheila |
| Richard Pryor | Arnie |
| Lisa Boyle | Marian |
| Michael Massee | Andy |
| Jack Nance | Phil |
| Jack Kehler | Guard Johnny Mack |
| Henry Rollins | Guard Henry |
| Gene Ross | Warden Clements |
| Scott Coffey | Teddy |
| Gary Busey | Bill Dayton |
| Robert Loggia | Dick Laurent/Mr. Eddy |
| John Roselius | Al |
| Lou Eppolito | Det. Ed |
| Michael Shamus Wiles | Guard Mike |
| Mink Stole | Jury Forewoman (Voice) |
| Leonard Termo | Judge |
| Jenna Maetlind | Party Girl |
| Ivory Ocean | Guard Ivory |
| David Byrd | Doctor Smordin |
| F. William Parker | Captain Luneau |
| Guy Siner | Man in Group at Office (uncredited) |
| Alexander Folk | Prison Official #2 |
| Lucy Butler | Candace Dayton |
| Carl Sundstrom | Hank |
| John Solari | Lou |
| Al Garrett | Carl |
From this inventory of imagery, Lynch fashions two separate but intersecting stories, one about a jazz musician, tortured by the notion that his wife is having an affair, who suddenly finds himself accused of her murder. The other is a young mechanic drawn into a web of deceit by a temptress who is cheating on her gangster boyfriend. These two tales are linked by the fact that the women in both are played by the same actress .
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