- Dave Chappelle as Orson
- Kayne West as Bo
- The Roots as Worms
- Mos Def as Plato
- Talib Kweli as Roy
- Jill Scott as Lanolin
- Erykah Badu as Cloe
- Common as What the Dog
- Big Daddy Kane as Jon Arbuckle
- Dead Prez as Donald and Who the Dog
- John Legend as Garfield
- The Fugees as Arlene, Booker, and Edward R. Furrow
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