Steven Soderbergh	...	(Director)
Elmore Leonard, Scott Frank	...	(Writer)
George Clooney	...	Jack Foley
Jim Robinson	...	Bank Employee
Mike Malone	...	Bank Customer (as Elgin Marlowe)
Donna Frenzel	...	Bank Teller
Manny Suárez	...	Bank Cop (as Manny Suarez)
Dennis Farina	...	Marshall Sisco
Keith Hudson	...	Bank Cop
Luis Guzmán	...	Chino
Paul Soileau	...	Lulu
Isaiah Washington	...	Kenneth
Scott Allen	...	Pup
Catherine Keener	...	Adele
Ving Rhames	...	Buddy Bragg
Susan Hatfield	...	Parking Lot Woman
Jennifer Lopez	...	Karen Sisco
Elliot Davis	...	Cinematographer
Don Cheadle	...	Maurice Miller
Steve Zahn	...	Glenn Michaels
Albert Brooks	...	Richard Ripley

Summary: A career bank robber busts out of jail (Clooney) with the help of his buddy (Rhames) and kidnaps a US Marshal (Lopez) in the process. When the two cons head for Detroit to pull off their final big scam, the Marshal is put on their case but she finds she is attracted to one of them and has second thoughts about bringing them in.