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| Christopher Walken | Reed Thimple |
| Stephen Tobolowsky | Norbert Barrington |
| Daryl Mitchell | Officer Hamm |
| M.C. Gainey | Roadie |
| Diedrich Bader | Officer Cheets/Ted |
| Alex Rocco | Rip Holland |
| Meagen Fay | Mrs. Barrington |
| Eli Marienthal | Dex Barrington |
| Queen Latifah | Cha-Cha |
| Haley Joel Osment | Beary |
| Candy Ford | Trixie |
| James Gammon | Big Al |
| Brad Garrett | Fred |
| Toby Huss | Tennessee |
| Kevin Michael Richardson | Henry |
| Stephen Root | Zeb |
| Krystal Marie Harris | Herself |
| Don Henley | Himself |
| Wyclef Jean | Himself |
| Elton John | Himself |
| Willie Nelson | Himself |
| Bonnie Raitt | Herself |
| Brian Setzer | Himself |
| Don Was | Himself |
Like other celebrated rock-and-roll groups, the members of the legendary group the Country Bears were torn apart by the perils of their own success: ego, jealousy, and a little too much honey. The story of how eager young fan Beary Barrington can convince the bitter ex-members of the rock band to put aside their differences and perform a benefit concert to save Country Bear Hall, the legendary venue where the band got its start.
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