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| Martin Lawrence | Earl Montgomery |
| Steve Zahn | Hank Rafferty |
| Colm Feore | Detective Frank McDuff |
| Bill Duke | Lieutenant Washington |
| Eric Roberts | Nash |
| Timothy Busfield | Charlie Reed |
| Robinne Lee | Denise |
| Matt McCoy | Robert Barton |
| Brett Cullen | Heston |
| Cleo King | Woman in Car |
| Stephen Tobolowsky | Billy Narthax |
| Joe Flaherty | Owen Fergus |
Earl Montgomery, a bombastic police academy reject, and Hank Rafferty, a disgraced, mild-mannered cop, can't seem to escape each other. They met on opposite sides of the law during a routine traffic stop that escalated out of control; now as lowly security guards they're thrown together to bust a smuggling operation.
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