Nicolas Cage plays H.I., a repeat offender who falls in love with Ed and dreams of having a family.
Holly Hunter portrays Ed, a police officer who shares H.I.'s desire for a child and supports his schemes.
Trey Wilson is Nathan Arizona, Sr., the wealthy father of a kidnapped baby in the film.
John Goodman plays Gale, a bumbling criminal partner of H.I. who gets involved in the baby kidnapping plot.
William Forsythe plays Evelle, Gale's dimwitted but eager brother who joins in the shenanigans.
Sam McMurray portrays Glen, a friend who encourages H.I. and Ed in their pursuit of parenthood.
Frances McDormand is Dot, a friend of Ed's who provides comic relief and support in the film.
T.J. Kuhn portrays Nathan Junior, the baby at the center of the chaotic and comedic plot.
Lynne Kitei appears as Florence Arizona, the mother of the kidnapped baby in the movie.
Peter Benedek plays the Prison Counselor who interacts with H.I. during his various incarcerations.
Charles 'Lew' Smith is the Nice Old Grocery Man who has a brief but memorable encounter with H.I.
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