| Photos (see all 16 | slideshow) | Videos |
| Anjelica Huston | ... | Lilly Dillon | |
| John Cusack | ... | Roy Dillon | |
| Annette Bening | ... | Myra Langtry | |
| Jan Munroe | ... | Guy at Bar | |
| Robert Weems | ... | Racetrack Announcer | |
| Stephen Tobolowsky | ... | Jeweler | |
| Jimmy Noonan | ... | Bartender | |
| Richard Holden | ... | Cop | |
| Henry Jones | ... | Simms | |
| Michael Laskin | ... | Irv | |
| Eddie Jones | ... | Mintz | |
| Sandy Baron | ... | Doctor | |
| Lou Hancock | ... | Nurse | |
| Gailard Sartain | ... | Joe | |
| Noelle Harling | ... | Nurse Carol Flynn | |
| Ivette Soler | ... | Maid | |
| Pat Hingle | ... | Bobo Justus | |
| Paul Adelstein | ... | Sailor - Young Paul | |
| Jeremy Piven | ... | Sailor - Freshman | |
| Gregory Sporleder | ... | Sailor - Spooney | |
| David Sinaiko | ... | Sailor - Stinky | |
| Jeff Perry | ... | Drunk | |
| Jon Gries | ... | Drunk's Friend (as Jonathan Gries) | |
| Micole Mercurio | ... | Waitress | |
| Charles Napier | ... | Gloucester Hebbing | |
| J.T. Walsh | ... | Cole | |
| Teresa Gilmore | ... | Receptionist 1 (as Teresa Gilmore Capps) | |
| Elizabeth Ann Feeley | ... | Receptionist 2 | |
| Billy Ray Sharkey | ... | FBI Man | |
| Frances Bay | ... | Arizona Motel Clerk | |
| Xander Berkeley | ... | Lt. Pierson | |
| rest of cast listed alphabetically: | |||
| Steven Anderson | ... | Nervous man in jewelry shop (uncredited) | |
| Fawn | ... | Young Teenager (uncredited) | |
| John Gillespie | ... | Bartender (uncredited) | |
| Juliet Landau | ... | Young Lilly (uncredited) | |
| Martin Scorsese | ... | Opening Voice-over (voice) (uncredited) | |
Directed by | |||
| Stephen Frears | |||
Writing credits(WGA) | ||
| Jim Thompson | (novel) | |
| Donald E. Westlake | (screenplay) | |
Produced by | |||
| Barbara De Fina | .... | executive producer | |
| Robert A. Harris | .... | producer | |
| Jim Painter | .... | producer | |
| Peggy Rajski | .... | co-producer | |
| Martin Scorsese | .... | producer | |
Original Music by | |||
| Elmer Bernstein | |||
Cinematography by | |||
| Oliver Stapleton | |||
Film Editing by | |||
| Mick Audsley | |||
Casting by | |||
| Juliet Taylor | |||
| Victoria Thomas | |||
Production Design by | |||
| Dennis Gassner | |||
Art Direction by | |||
| Leslie McDonald | |||
Set Decoration by | |||
| Nancy Haigh | |||
Costume Design by | |||
| Richard Hornung | |||
Makeup Department | |||
| Cydney Cornell | .... | hair stylist | |
| Gina DiMaria | .... | assistant makeup artist (as Gina Di Maria) | |
| Alec Gillis | .... | special makeup effects artist | |
| Lori Guidroz | .... | assistant hair stylist | |
| Julie Hewett | .... | makeup artist | |
| Tom Woodruff Jr. | .... | special makeup effects artist | |
Production Management | |||
| Fiona Morham | .... | post-production supervisor | |
| Llewellyn Wells | .... | production manager | |
Second Unit Director or Assistant Director | |||
| J. Stephen Buck | .... | first assistant director (as Stephen Buck) | |
| Joe Camp III | .... | second assistant director (as Joseph Camp III) | |
Art Department | |||
| Paige Augustine | .... | assistant set decorator | |
| Curtis Baruth | .... | carpenter | |
| Rob Brown | .... | carpenter | |
| Bill Cancienne | .... | assistant property master | |
| Linda Cathey | .... | swing gang | |
| Shelley Chamberlain | .... | stand-by painter | |
| Joseph Timothy Conway | .... | assistant property master (as Joseph Conway) | |
| Michael T. Daigle | .... | key scenic artist (as Michael Daigle) | |
| Frank Darlington | .... | stand-by painter (as Frank Peter Darlington) | |
| Marina Drasnin | .... | art department intern | |
| Douglas Fox | .... | property master (as Doug Fox) | |
| Lucy Frears | .... | art department intern | |
| Claire Gaul | .... | assistant set decorator | |
| Robert Greenfield | .... | leadperson | |
| Joe Griffith | .... | storyboard artist (as Joseph F. Griffith) | |
| Mike Keith | .... | stand-by painter | |
| Roger L. King | .... | carpenter | |
| Leslie 'Tinker' Linville | .... | key set dresser (as Tinker Linville) | |
| John Moore | .... | carpenter | |
| Scott Plauche | .... | art department coordinator | |
| Elizabeth Prejean | .... | stand-by painter | |
| John Setzer | .... | carpenter | |
| Chris Snyder | .... | construction foreman | |
| Chris L. Spellman | .... | swing gang (as Chris Spellman) | |
| Joseph Torres | .... | carpenter | |
| Theo Van Den Huevel | .... | carpenter (as Theo Van Den Heuvel) | |
| Frank Viviano | .... | construction coordinator | |
| Wallace W. Wright | .... | stand-by painter | |
Sound Department | |||
| Mick Boggis | .... | assistant sound mixer | |
| Jeremy Child | .... | assistant dialogue editor | |
| Richard Dunford | .... | foley editor | |
| Derek Holding | .... | dialogue editor | |
| Peter Maxwell | .... | sound re-recording mixer | |
| Folasade Oyeleye | .... | assistant sound editor | |
| Kant Pan | .... | supervising sound editor | |
| Gill Parry | .... | assistant sound editor | |
| John Sutton | .... | sound mixer | |
| Ian C. Wright | .... | boom operator (as Ian Wright) | |
| Steve Hancock | .... | sound camera operator (uncredited) | |
Visual Effects by | |||
| Peter Watson | .... | opticals | |
Stunts | |||
| John Gillespie | .... | assistant stunt coordinator | |
| Gary Jensen | .... | stunt coordinator | |
Camera and Electrical Department | |||
| Steve Austin | .... | video playback operator | |
| James Babineaux | .... | best boy electric | |
| Joe Broderick | .... | assistant steadicam operator | |
| Katherine M. Butler | .... | second assistant camera (as Kate Butler) | |
| George M. Chappell | .... | electrician | |
| Mark Shane Davis | .... | key grip (as Mark Davis) | |
| Jack English | .... | gaffer | |
| Irv Gorman | .... | grip | |
| Scott Graves | .... | electrician | |
| Kurt Grossi | .... | grip | |
| Suzanne Hanover | .... | still photographer | |
| Stephen Harvey | .... | titles still photographer | |
| Steve Lang | .... | grip | |
| Mitchell Linden | .... | grip | |
| Marco Mazzei | .... | first assistant camera | |
| Tony Mazzucchi | .... | best boy grip | |
| Matthew Morrissey | .... | third assistant camera | |
| Toby Phillips | .... | steadicam operator | |
| Bill Pierson | .... | dolly grip | |
| Darrin C. Porter | .... | electrician (as Darrin Porter) | |
| Marc Reshovsky | .... | director of photography: second unit | |
| Pierre Rouger | .... | first assistant camera: second unit | |
| Greg Wardell | .... | electrician | |
Casting Department | |||
| Sunny Seibel | .... | extras casting: Phoenix | |
| Jory Weitz | .... | casting associate | |
Costume and Wardrobe Department | |||
| Kimberly Adams-Galligan | .... | assistant costume designer (as Kimberly Adams) | |
| Marsha Bozeman | .... | wardrobe (as Marsha Brand) | |
| Mark Bridges | .... | assistant costume designer | |
| Elizabeth Feldbauer | .... | wardrobe supervisor | |
| Gail McMullen | .... | wardrobe assistant | |
Editorial Department | |||
| Julie Feiner | .... | first assistant editor: Los Angeles | |
| Dan Gane | .... | second assistant editor: London | |
| Martyn Robinson | .... | first assistant editor: London | |
| Mary Ann Slim | .... | post-production assistant | |
| Brian Ufberg | .... | second assistant editor: Los Angeles | |
Music Department | |||
| Brian Masterson | .... | music recordist | |
| Cynthia Millar | .... | electronic music designer | |
Transportation Department | |||
| Moises Blay | .... | driver (as Moses Blay) | |
| Fred Falcone | .... | driver | |
| Al Goelz | .... | driver | |
| A. Welch Lambeth | .... | transportation coordinator | |
| Tony Laron | .... | transportation co-captain | |
| Bill Oykman | .... | driver | |
| Bill M. Puluti | .... | transportation captain (as Bill Puluti) | |
| Terry Ragan | .... | driver | |
| Urs Stalder | .... | driver | |
Thanks | |||
| Anne Harrison | .... | special thanks | |
| Kim Jacobsen | .... | thanks | |
| Bruce Kawin | .... | special thanks | |
| Debra Knoblauch | .... | thanks | |
| Frank Kush | .... | thanks | |
| Victoria Ann Varga | .... | thanks | |
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Here is a modern-day "film noir," if I ever saw one. You get sleazy characters with no morals, brutal attitudes, some interesting photography and a story that is not exactly a happy one - all the ingredients of a good noir. Since the film is a 1990 one and not the '40s and '50s (in which purists think that's the only period for noirs), you also get nudity and profanity.
The best part of the film, to me, is the fact that the three leading characters are so interesting. You never know what these intriguing characters are going to do next. There is an odd mother-son relationship, too - very odd, between John Cusack and Angelica Huston who play "Lilly and Roy Dillon." The third person among this trio of "grifters" (scam artists) is played by Annette Bening, who never looked prettier or demonstrated her lack of morals better than she did here as the wicked "Myra Langtry." You can see all of Bening in this movie, and I mean all. Huston, on the other hand, tries to look sexy but is too hard-looking and certainly no competition for Bening, in age or looks. But Angelica is a terrific actress and I thought her character, was easily the most interesting of the three leads. Cusack, meanwhile, gives an underrated performance: one of the best in his career.
Three supporting guys in here are fantastic: Pat Hingle as "Bobo Justus," J.T. Walsh as "Cole," and Charles Napier as "Gloucester Hebbing." Overall, this is a wonderful cast that does full justice to this unusual crime story.
The story has a mean edge to it most of the way, but that's the style of writer Jim Thompson, who is a very good crime author who wrote the novel on which this movie is based. He has written several fascinating books. Donald Westlake, who wrote the screenplay, is a prolific crime story writer.
There is not a lot of action in this film but when it occurs, it is shocking and brutal. This movie always entertains me every time I view it.