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Anthony Powers as Carmine's Wiseguy Benjamin Rayson as Henry Solomon Barry Squitieri as Dino's Wiseguy George Bartenieff as Andy O'Brien Kim Chan as Hong Kong Tailor Tony Sirico as Carmine's Wiseguy Arto Lindsay as Court Clerk Dianne Wiest as Lenore Brenda Vaccaro as Bunny Lionel Stander as Enzo Della Testa Tony Devon as Bodyguard Mike Marino as Dino's Wiseguy Delphi Harrington as Rosa Tarantino Mark Boone Junior as Transit Cop Ricki Lake as Pia Joe Mantello as Dominick Emily Lloyd as Carmela 'Cookie' Voltecki Tony LaFortezza as Angelo Peter Falk as Dominick 'Dino' Capisco Ralph Monaco as Judge Isabell O'Connor as Matron Frank Aquilino as Dino's Wiseguy Rockets Redglare as Carmine's Wiseguy Michael V. Gazzo as Carmine Bob Gunton as Richie Segretto Joe Pentangelo as Fed #1 Adrian Pasdar as Vito David Wohl as Alvin Diamond Jerry Lewis as Arnold Ross Ed Setrakian as Mike Fusco Marv Albert as The Voice of the New York Knicks (voice) Clem Caserta as Dino's Wiseguy Thomas Quinn as Vinnie Frank Gio as Frankie Joy Behar as Dottie Mario Todisco as Sloppy Louie

Thomas Newman Original Music Composer Andrew Mondshein Editor, Second Unit Director Glen Trotiner Second Second Assistant Director Christopher Tellefsen Assistant Sound Editor Susan Seidelman Director, Executive Producer Laurence Mark Producer Albert Wolsky Costume Design Nora Ephron Writer, Executive Producer Alice Arlen Writer, Executive Producer Ellen Chenoweth Casting Oliver Stapleton Director of Photography Tim Monich Dialogue Coach Jery Hewitt Stunt Coordinator