Duane Martin

as Conrad 'Rad' McRae

Vivica A. Fox

as Lisa

Meagan Good

as Fake Venus

Michael Taliferro

as B Free

Jadakiss

as Benjamin / Killer Ben

Geoffrey Blake

Daniel Dae Kim

as Miyako

Sticky Fingaz

as Demise

Iona Morris

Stacey Dash

as Real Venus

Gabrielle Union

as Masked Woman

Faizon Love

as David Rabinowitz

Darcy Donavan

as Miyako's Girlfriend

Zachary Isaiah Williams

as Basketball Player

Tanisha Grant

as Student

Myquan Jackson

as Q-Dig

Gwen McGee

as Chant Woman

Somaya Reece

as Rhonda

Black Shadow

as B Free's Henchman

Smalls

as Thug

Lauree Sugar

as B Free's girlfriend

Oren Williams

as Kyle

Susanne Heinrich

Miranda Kwok

as Tommy Wong

Summer Simmons

as Lt. Ellie

William Shipman

as Bodyguard (uncredited)

Brooklyn McLinn

as Tracy