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| Denzel Washington | Bleek Gilliam |
| Spike Lee | Giant |
| Wesley Snipes | Shadow Henderson (Sax) |
| Joie Lee | Indigo Downes |
| Cynda Williams | Clarke Bentancourt |
| Giancarlo Esposito | Left Hand Lacey (Piano) |
| Robin Harris | Butterbean Jones |
| Bill Nunn | Bottom Hammer (Bass) |
| Dick Anthony Williams | Big Stop Williams |
| John Turturro | Moe Flatbush |
| Ruben Blades | Petey |
| Jeff Watts | Rhythm Jones (Drums) |
| Nicholas Turturro | Josh Flatbush |
| Abbey Lincoln | Lillian Gilliam |
| Linda Hawkins | Jeanne |
| Zakee L. Howze | Young Bleek / Miles |
| Bill Lee | Father of the Bride |
| Branford Marsalis | Party Guest |
Financially irresponsible Giant manages a jazz group, but his sax player, Shadow, wants to replace him with a better businessman. Bleak, the band's trumpeter, then tries to defend his close pal Giant, leading to a power struggle between the two musicians. Meanwhile, as Bleak tries to straighten things out with his band mates and manager, he also must choose to be with either sweet teacher Indigo or sultry singer Clarke .
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