Seymour Cassel as Sam Catchem: Tracy's closest associate and third-in-command. Michael J. Pollard as Bug Bailey: a surveillance expert. Charles Durning as Chief Brandon: the chief of police who supports Tracy's crusade. Dick Van Dyke as District Attorney John Fletcher: a corrupt district attorney who refuses to prosecute Caprice as he is on Caprice's payroll. Frank Campanella as Judge Harper Kathy Bates as Mrs. Green: a stenographer The mob Dustin Hoffman as Mumbles: Caprice's fast-talking henchman. William Forsythe as Flattop: Caprice's top hitman. His most distinguishing feature is his square, flat cranium and matching haircut. Ed O'Ross as Itchy: Caprice's other hitman. He is usually paired with Flattop. James Tolkan as Numbers: Caprice's accountant. Mandy Patinkin as 88 Keys: a piano player at Club Ritz who becomes The Blank's minion. R. G. Armstrong as Pruneface: a deformed crime boss who becomes one of Caprice's minions. Henry Silva as Influence: Pruneface's sinister top gunman. Paul Sorvino as Lips Manlis: the original owner of Club Ritz and Caprice's mentor. Chuck Hicks as The Brow: a criminal with a large, wrinkled forehead. Neil Summers as Rodent: a criminal with a pointed nose, small eyes, and buck teeth. Stig Eldred as Shoulders: a criminal with broad shoulders. Lawrence Steven Meyers as Little Face: a criminal with a big head and a small face. James Caan as Spud Spaldoni: a crime boss who refuses to submit to Caprice. Catherine O'Hara as Texie Garcia: a female criminal who submits to Caprice. Robert Beecher as Ribs Mocca: a criminal who submits to Caprice. Others Rita Bland, Lada Boder, Dee Hengstler, Liz Imperio, Michelle Johnston, Karyne Ortega and Karen Russell as Breathless Mahoney's dancers at Club Ritz Lew Horn as Lefty Moriarty Mike Hagerty as Doorman Arthur Malet as Diner Patron Bert Remsen as Bartender Jack Kehoe as Customer at Raid Michael Donovan O'Donnell as McGillicuddy Tom Signorelli as Mike: proprietor of the diner Tracy frequents Jim Wilkey as Stooge Mary Woronov as Welfare Person Estelle Parsons portrays Tess Trueheart's mother. Tony Epper plays Steve the Tramp. Hamilton Camp appears as a store owner and Bing Russell plays a Club Ritz patron. Robert Costanzo cameos as Lips Manlis' bodyguard, and Marshall Bell briefly appears as a goon of Big Boy Caprice who poses as an arresting officer to ensnare Lips. Allen Garfield, John Schuck, and Charles Fleischer make cameos as reporters. Walker Edmiston, John Moschitta Jr., and Neil