Nick Nolte portrays Lucas, a bank robber recently released from prison who unwittingly becomes involved in a series of comedic mishaps.
Martin Short plays Ned Perry, a hapless ex-convict who is mistaken for a dangerous criminal and ends up teaming up with Lucas.
Sarah Rowland Doroff portrays Meg Perry, Ned's young daughter who becomes an important part of the duo's attempts to evade the police.
James Earl Jones appears as Dugan, a tough but fair police officer determined to bring the fugitives to justice.
Alan Ruck plays Tener, a police detective who assists Officer Dugan in the pursuit of the fugitives.
Kenneth McMillan portrays Horvath, a no-nonsense police captain overseeing the hunt for the fugitives.
David Arnott appears as the Bank Teller caught up in the chaotic events triggered by Lucas and Ned's unexpected partnership.
Bruce McGill plays Charlie, a fellow bank robber and former associate of Lucas who complicates the situation even further.
Lee Garlington portrays Woman Cop, one of the law enforcement officers involved in the pursuit of Lucas and Ned.
Sy Richardson plays Tucker, another member of law enforcement tasked with capturing the fugitives.
Rocky Giordani appears as Bowles, a member of the police force working under Captain Horvath in the chase for Lucas and Ned.
Rick Hall portrays Dog Handler, bringing his expertise to the efforts of law enforcement in tracking down the fugitives.
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