'Foolish' Waise is a talented comedian with a hard-edge trying to make it in the comedy clubs in LA while his brother is a hard-nosed gangster trying to make it on the streets. With all the competition they face in their chosen "professions," their biggest battle is with each other over the love of a pretty girl.
| Actor | Role |
|---|---|
| MMaster PQuentin 'Fifty Dollah' Waise | Quentin 'Fifty Dollah' Waise |
 Eddie GriffinMiles 'Foolish' Waise | Miles 'Foolish' Waise |
 Amie PetersenDesiree | Desiree |
 Frank SiveroGiovanni | Giovanni |
 Daphnée Duplaix SamuelClarisse | Clarisse |
 Jonathan BanksNumbers | Numbers |
 Andrew Dice ClayEl Dorado Ron | El Dorado Ron |
 Sven-Ole ThorsenParis | Paris |
 Marla GibbsOdetta | Odetta |
 Traci BinghamSimone | Simone |
 Bill NunnJimmy Beck | Jimmy Beck |
 John MarloAlabama Brown | Alabama Brown |
 Clifton PowellEverette Washington | Everette Washington |
 Anthony JohnsonHimself | Himself |
 Thomas Rosales Jr.Goon | Goon |
| DDrew PowellMan Next to White Boy | Man Next to White Boy |
 Bill DukeStudio Producer | Studio Producer |
 Linda O'NeilNikeeta | Nikeeta |
 Naomi MatsudaGiovanni's Waitress | Giovanni's Waitress |
 Leila ArcieriMarissa | Marissa |
| PPamela PaulshockMonica | Monica |
 Rebecca HoldenRebecca the Waitress | Rebecca the Waitress |
 Jeff ClanaganCourt Client | Court Client |
 Gaetano LoGiudiceTommy | Tommy |
 Gary Carlos CervantesRestaurant Owner | Restaurant Owner |