Kim Basinger ... Karen McCoy
Val Kilmer ... J.T. Barker
Terence Stamp ... Jack Schmidt
Gailard Sartain ... Gary Buckner
Zach English ... Patrick
Raynor Scheine ... Baker
Deborah Hobart ... Cheryl Sweeney
Pamela Stubbart ... Kelly
Andy Stahl ... Mr. Kroll
Dean Rader-Duval ... Lewis
Norman Max Maxwell ... Hoke (as Norman Maxwell)
Marc Macaulay ... Karl
Peter Turner ... Guard
David Dwyer ... Guard
Frank Roberts ... Guard
Robert Glover ... Prison Guard
Claude File ... Prison Guard
David Hart ... Businessman
Henry Stram ... Cashier
Larry Black ... Parole Officer
Rebecca Wackler ... Personnel Woman
Saundra Dunson-Franks ... Waitress (as Saundra Franks)
Rebecca Koon ... Beautician
Stephanie Astalos-Jones ... Woman at Laundry
Jack Wilkes ... Accountant
Tom Even ... Salesperson
Jill Jane Clements ... Lawyer
Al Hamacher ... Mr. Katanich
Edith Ivey ... Neighbor
Eric Ware ... Bank Guard
Alex Van ... Radly
Joe Washington ... Newscaster
Polly W. Le Porte ... Stewardess
Bill Crabb ... Dispatcher
Megan Hughes ... Schmidt's Girlfriend
Seneca W. Foote ... Old Timer
Lois Hanevold ... Convenience Store Customer
W. Clifford Klenk ... Maitre D'
Nick Searcy ... Roy Sweeney
Afemo Omilami ... Cab Dispatcher:
Bo Greigh ... Cop (uncredited)

Karem McCoy is a thief who after getting caught is sent to prison for 6 years. After getting released she tries to see her son but her ex won't let her and tells her that he told their son she's dead. Karen's boss, Schmidt who left her in prison wants her to help him with a job. But she refuses. She tries to go straight but her parole officer makes things tough for her. Eventually she learns that Schmidt and her parole officer are working together to get her to do the job. When she still refuses, they grab her son. She then does the case work, one of Schmidt's people, Barker tries to help her.

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