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| Ellen Barkin | Rita Everly |
| Gabriel Byrne | Ben London |
| Richard Dreyfuss | Vic |
| Jeff Goldblum | Mickey Holliday |
| Diane Lane | Grace Everly |
| Larry Bishop | Nick |
| Gregory Hines | Jules Flamingo |
| Kyle MacLachlan | Jake Parker |
| Burt Reynolds | 'Wacky' Jacky Jackson |
| Henry Silva | Sleepy Joe Carlisle |
| Michael J. Pollard | Red Mash |
| Angie Everhart | Gabriella |
| Billy Idol | Lee Turner |
| Christopher Jones | Nicholas Falco |
| Paul Anka | Danny Marks |
| Rob Reiner | Albert the Chauffeur |
| Joey Bishop | Mr. Gottlieb |
| Richard Pryor | Jimmy the Grave Digger |
| Juan Fernandez | Davis |
| Billy Drago | Wells |
| Real Andrews | Clarke |
| Jon Ingrassia | Young |
After mob boss Vic leaves a mental hospital, he returns to find his nightclub operation in disarray. Even though Mickey has taken his place in his absence, he's been distracted by his affairs with Vic's ex-girlfriend, Grace, and her sister, Rita . While Vic attempts to clean things up, other mobsters -- including Jake, Wacky Jacky and Ben London -- try to step in and take control.
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