"The warden of a small, rundown, minimum-security prison plots revenge against the the prison's dishonest owner by having four inmates break out and plan a department store robbery to spruce up the prison's faculties."
Rodney Dangerfield
as Jake Puloski
Randy Quaid
as Eli Rockwood
Kirstie Alley
as Gloria Beaumont
Paul Rodríguez
as Next Week
Ed Begley Jr.
as Robert Wade
Gilbert Gottfried
as Security Guard
Lisa Arturo
as Candy
Louie Anderson
as Game Show Host
Michael Bolton
as Himself
Tony Cox
as Smitty
Nell Carter
as Waitress
Blake Clark
as Farmer
Leo Rossi
as Rusty
Yeardley Smith
as Veronica
Kevin West
as Lance
Harland Williams
as Sheriff Hubbard
Joey Diaz
as Jojo
Jeff Altman
as Doctor
Diannah Bays
as Party Girl
Roger Behr
as Guard #1
Marty Belafsky
as Jerk Off
Anne Bellamy
as Mabel
P. Daddy Cohen
as Strip Club Patron
Rick Ducommun
as Wilson
Carmen Filpi
as Herbert
Jsu Garcia
as Carlos
Rance Howard
as Priest
Ron Jeremy
as Man with Ears Wife
Charles T. Kanganis
as Gate Guard
Phil LaMarr
as Mile Away
Sam Lloyd
as Deputy
Bob Marley
as Guard #2
Laura McCoy Basil
as Female Contestant
Joe Nipote
as Ears
Harris Peet
as Guard #3
Michelle Ruben
as Masseuse
Olivia Summers
as Debbi
Joe Tamaska
as Inmate #1
Dave Tyree
as Salesman
Morgan Reese
as Little girl in department store
Troy Aguayo
as Inmate (uncredited)
Paul R. Ambrose
as Inmate in Yard and Dance (uncredited)
Keith Biondi
as Band Member (uncredited)
Neil Brown Jr.
as Inmate #3 (uncredited)
Kelly Fire
as Stripper (uncredited)
Chantz Fortune
Sean T. James
as Prison Guard (uncredited)
Lance Lanfear
as Texas Ranger (uncredited)
Eric Marinho
Mighty Mike Murga
as Muscle Inmate (uncredited)
Harry Basil
Director
Writer
Nick N. Raslan
Executive Producer
Ken Blakey
Director of Photography
David Shoshan
Joseph Merhi
Producer
Stephen Adrianson
Editor
Helen Harwell
Art Direction
John Larena
Production Design
Christopher Lennertz
Original Music Composer