Nick Nolte .... Max Hoover
Melanie Griffith .... Katherine Hoover
Chazz Palminteri .... Elleroy Coolidge
Michael Madsen .... Eddie Hall
Chris Penn .... Arthur Relyea
Treat Williams .... Colonel Nathan Fitzgerald
Jennifer Connelly .... Allison Pond
Daniel Baldwin .... McCafferty
Andrew McCarthy .... Jimmy Fields
John Malkovich .... General Thomas Timms
Kyle Chandler .... Captain
Ed Lauter .... Earl
Larry Garrison .... Perino's Maitre d'
Chelsea Harrington .... Lolita
Johnna Johnson .... Bar Woman
Rick Johnson .... Staff Car Sergeant
Britt Burr .... Staff Car Driver
Melinda Clarke .... Cigarette Girl
Ernie Lively .... Foreman
Richard Sylbert .... Coroner
Michael Krawic .... Assistant Coroner
Titus Welliver .... Kenny Kamins
Robert Peters .... Cop #1
Father William M. Thigpen .... Priest
Drew Pillsbury .... Chief's Assistant
Brad Hunt .... Guard
Aaron Neville .... Nite Spot Singer
Buddy Joe Hooker .... DC-3 Pilot
Eddie Caicedo .... Gasping Patient
Price Carson .... Honor Guard
Azalea Davila .... Perino's Girl
Suzanne Solari .... Perino's Girl (as Sky Solari)
Alisa Christensen .... Spaghetti Girl
Bruce Dern .... The Chief (uncredited)
Louise Fletcher .... Esther (uncredited)
Sharmagne Leland-St. John .... Woman in Night Club (uncredited)
Rob Lowe .... Hoodlum (uncredited)
Johnny Martin .... Mafia Hitman (uncredited)
William L. Petersen .... Jack, Mafia Mobster (uncredited)

This film is about the adventures of a 1940's special anti-gangster police squad in Los Angeles, the infamous 'Hat Squad.' The four members of this squad are big, tough, no-nonsense cops who don't hesitate to break the law, if it suits their purposes. When a local woman is murdered, their investigation turns up the fact that she had been romantically linked to several prominent men and had secret films taken of her liaisons. Since one of those men is the powerful U.S. Army General at the head of the then-new Atomic Energy Commission and another is the (married) leader of the Hat Squad, complications ensue. The FBI even gets involved in an attempted cover-up.

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