Cast
Dwayne Johnson as Boxer Santaros, an amnesiac action star whose life crosses paths with Krysta Now. Santaros is married to Madeline Frost Santaros.
Seann William Scott as Officer Roland Taverner / Private Ronald Taverner, identical twin brothers, one who is a kidnapped U.P.U.2 officer in Hermosa Beach, California, the other who is working for the neo-Marxist group who have told him he kidnapped and drugged his brother.
Sarah Michelle Gellar as Krysta Now / Krysta Lynn Kapowski, an adult film star who is working on creating a reality show. Gellar met with Kelly and was drawn to the original ideas in his script for Southland Tales.
Mandy Moore as Madeline Frost Santaros, Boxer Santaros' wife and daughter of Senator Bobby Frost.
Nora Dunn as Cyndi Pinziki, a porn director and principal member of USIDeath, an organization with plans to destroy US-IDENT.
Christopher Lambert as Walter Mung, an arms dealer who sells weapons inside an ice cream truck.
John Larroquette as Vaughn Smallhouse, an advisor to Senator Bobby Frost.
Bai Ling as Serpentine, the Baron's sultry girlfriend who is seen quite often throughout the film, serving as an ambiguous character that knows more than she lets on.
Jon Lovitz as Bart Bookman, a violent police officer in love with Zora Carmichaels.
Holmes Osborne as Senator Bobby Frost, the father of Madeline Frost Santaros and husband of Nana Mae Frost.
Cheri Oteri as Zora Carmichaels, a Neo-Marxist and Bart Bookman's love interest.
Amy Poehler as Veronica "Dream" Mung, a Neo-Marxist activist.
Lou Taylor Pucci as Martin Kefauver, a young man who is drafted into military service for the Iraq War.
Miranda Richardson as Nana Mae Frost, the ambitious antagonist of the film, Boxer's mother-in-law and the head of US-IDENT.
Wallace Shawn as Baron von Westphalen, a villain who uses ocean waves to create a source of power. He is the great-grandson of Jenny von Westphalen.
Kevin Smith as General Simon Theory, a legless Iraq War veteran who works for Baron von Westphalen.
Justin Timberlake as Private Pilot Abilene, an Iraq War veteran. He narrates the film and also mimes a musical number.
Wood Harris appears as Neo-Marxist activist Dion Element. Zelda Rubinstein, Beth Grant, and Curtis Armstrong portray Dr. Katarina Kuntzler, Dr. Inga Von Westphalen and Dr. Soberin Exx, respectively, all being members of the baron's entourage. Will Sasso plays Fortunio Balducci, while Janeane Garofalo appears as Lieutenant-General Teena MacArthur, whose scenes only appear in the Cannes Cut. Eli Roth cameos as a man who is shot by US-IDENT while on the toilet.
