A small-time conman has torn loyalties between his estranged mother and new girlfriend, both of whom are high-stakes grifters with their own angles to play.
Director:
Writers:
Awards:
- Nominated for 4 Oscars. Another 11 wins & 17 nominations.
- See more »
Photos and Videos
Cast verified as complete
Anjelica Huston | ... |
Lilly Dillon
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John Cusack | ... |
Roy Dillon
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Annette Bening | ... |
Myra Langtry
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Jan Munroe | ... |
Guy at Bar
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Robert Weems | ... |
Racetrack Announcer (voice)
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Stephen Tobolowsky | ... |
Jeweler
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Jimmy Noonan | ... |
Bartender
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Richard Holden | ... |
Cop
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Henry Jones | ... |
Simms
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Michael Laskin | ... |
Irv
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Eddie Jones | ... |
Mintz
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Sandy Baron | ... |
Doctor
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Lou Hancock | ... |
Nurse
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Gailard Sartain | ... |
Joe
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Noelle Harling | ... |
Nurse Carol Flynn
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Ivette Soler | ... |
Maid
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Pat Hingle | ... |
Bobo Justus
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Paul Adelstein | ... |
Sailor - Young Paul
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Jeremy Piven | ... |
Sailor - Freshman
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Gregory Sporleder | ... |
Sailor - Spooney
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David Sinaiko | ... |
Sailor - Stinky
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Jeff Perry | ... |
Drunk
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Jon Gries | ... |
Drunk's Friend
(as Jonathan Gries)
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Micole Mercurio | ... |
Waitress
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Charles Napier | ... |
Gloucester Hebbing
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J.T. Walsh | ... |
Cole Langley
(as J. T. Walsh)
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Teresa Gilmore | ... |
Receptionist 1
(as Teresa Gilmore Capps)
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Elizabeth Ann Feeley | ... |
Receptionist 2
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Billy Ray Sharkey | ... |
FBI Man
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Frances Bay | ... |
Arizona Motel Clerk
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Xander Berkeley | ... |
Lt. Pierson
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Rest of cast listed alphabetically: | |||
Steven Anderson | ... |
Nervous Man in Jewelry Shop (uncredited)
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Andy Dick | ... |
Kaggs (uncredited)
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Fawn | ... |
Young Teenager (uncredited)
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John Gillespie | ... |
Bartender (uncredited)
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Bob Gray | ... |
Bus Passenger (uncredited)
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Eve Hands | ... |
Bystander at Ambulance (uncredited)
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Lee Hollingsworth | ... |
Dog Race Spectator (uncredited)
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Juliet Landau | ... |
Young Lilly (uncredited)
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Sy Richardson | ... |
Cab Driver (uncredited)
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Martin Scorsese | ... |
Opening Voice-Over (uncredited) (voice)
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Directed by
Stephen Frears |
Written by
Jim Thompson | ... | (novel) |
Donald E. Westlake | ... | (screenplay) |
Produced by
Barbara De Fina | ... | executive producer |
Robert A. Harris | ... | producer |
Jim Painter | ... | producer |
Peggy Rajski | ... | co-producer |
Martin Scorsese | ... | producer |
Music by
Elmer Bernstein |
Cinematography by
Oliver Stapleton |
Editing by
Mick Audsley |
Editorial Department
Julie Feiner | ... | first assistant editor: Los Angeles |
Dan Gane | ... | second assistant editor: London |
Martyn Robinson | ... | first assistant editor: London |
Mary Ann Slim | ... | post-production assistant |
Brian Ufberg | ... | second assistant editor: Los Angeles |
Casting By
Juliet Taylor | ||
Victoria Thomas |
Production Design by
Dennis Gassner |
Art Direction by
Leslie McDonald |
Set Decoration by
Nancy Haigh |
Costume Design by
Richard Hornung |
Makeup Department
Cydney Cornell | ... | department head hair stylist |
Gina DiMaria | ... | assistant makeup artist (as Gina Di Maria) |
Alec Gillis | ... | special makeup effects artist |
Lori Guidroz | ... | assistant hair stylist |
Julie Hewett | ... | makeup artist |
Tom Woodruff Jr. | ... | special makeup effects artist |
Production Management
Fiona Morham | ... | post-production supervisor |
Llewellyn Wells | ... | production manager |
Second Unit Director or Assistant Director
J. Stephen Buck | ... | first assistant director (as Stephen Buck) |
Joe Camp III | ... | second assistant director (as Joseph Camp III) |
Randall Newsome | ... | second second assistant director |
Art Department
Paige Augustine | ... | assistant set decorator |
Curtis Baruth | ... | carpenter |
Rob Brown | ... | carpenter |
Bill Cancienne | ... | assistant property master |
Linda Cathey | ... | swing gang |
Shelley Chamberlain | ... | stand-by painter |
Joseph Timothy Conway | ... | assistant property master (as Joseph Conway) |
Michael T. Daigle | ... | key scenic artist (as Michael Daigle) |
Frank Darlington | ... | stand-by painter (as Frank Peter Darlington) |
Marina Drasnin | ... | art department intern |
Douglas Fox | ... | property master (as Doug Fox) |
Lucy Frears | ... | art department intern |
Claire Gaul | ... | assistant set decorator |
Robert Greenfield | ... | leadperson |
Joe Griffith | ... | storyboard artist (as Joseph F. Griffith) |
Mike Keith | ... | stand-by painter |
Roger L. King | ... | carpenter |
Leslie 'Tinker' Linville | ... | key set dresser (as Tinker Linville) |
John Moore | ... | carpenter |
Scott Plauche | ... | art department coordinator |
Elizabeth Prejean | ... | stand-by painter |
John Setzer | ... | carpenter |
Chris Snyder | ... | construction foreman |
Chris L. Spellman | ... | swing gang (as Chris Spellman) |
Joseph Torres | ... | carpenter |
Theo Van Den Huevel | ... | carpenter (as Theo Van Den Heuvel) |
Frank Viviano | ... | construction coordinator |
Wallace W. Wright | ... | stand-by painter |
Sound Department
Mick Boggis | ... | assistant sound mixer |
Jeremy Child | ... | assistant dialogue editor |
Richard Dunford | ... | foley editor |
Derek Holding | ... | dialogue editor |
Peter Maxwell | ... | re-recording mixer |
Folasade Oyeleye | ... | assistant sound editor |
Kant Pan | ... | supervising sound editor |
Gill Parry | ... | assistant sound editor |
Colm Sexton | ... | Music Recording Studio Manager |
John Sutton | ... | sound mixer |
Ian Wright | ... | boom operator |
Steve Hancock | ... | sound camera operator (uncredited) |
Tim Partridge | ... | dolby sound consultant (uncredited) |
Visual Effects by
Peter Watson | ... | opticals |
Stunts
John Gillespie | ... | assistant stunt coordinator |
Gary Jensen | ... | stunt coordinator |
Camera and Electrical Department
Steve Austin | ... | video playback operator |
James Babineaux | ... | best boy electric |
Joe Broderick | ... | assistant steadicam operator |
Katherine M. Butler | ... | second assistant camera (as Kate Butler) |
George M. Chappell | ... | electrician |
Mark Shane Davis | ... | key grip (as Mark Davis) |
Jack English | ... | gaffer |
Irv Gorman | ... | grip |
Scott Graves | ... | electrician |
Kurt Grossi | ... | grip |
Suzanne Hanover | ... | still photographer |
Stephen Harvey | ... | titles still photographer |
Trev Holmes | ... | electrician |
Lee Johnson | ... | additional electrician |
Steve Lang | ... | grip |
Mitchell Linden | ... | grip |
Marco Mazzei | ... | first assistant camera |
Tony Mazzucchi | ... | best boy grip |
Matthew Morrissey | ... | third assistant camera |
Toby Phillips | ... | steadicam operator |
Bill Pierson | ... | dolly grip |
Darrin C. Porter | ... | electrician (as Darrin Porter) |
Marc Reshovsky | ... | director of photography: second unit |
Pierre Rouger | ... | first assistant camera: second unit |
David L. Starkey | ... | additional grip |
Greg Wardell | ... | electrician |
Casting Department
Sunny Seibel | ... | extras casting: Phoenix |
Jory Weitz | ... | casting associate |
Costume and Wardrobe Department
Kimberly Adams-Galligan | ... | assistant costume designer (as Kimberly Adams) |
Marsha Bozeman | ... | wardrobe (as Marsha Brand) |
Mark Bridges | ... | assistant costume designer |
Elizabeth Feldbauer | ... | wardrobe supervisor |
Gail McMullen | ... | wardrobe assistant |
Location Management
Richard Davis Jr. | ... | location manager (as Richard Davis) |
Jody Hummer | ... | assistant location manager |
Ronald M. Quigley | ... | location manager: second unit (as Ronald Quigley) |
Music Department
Brian Masterson | ... | music recordist |
Cynthia Millar | ... | electronic music designer |
Elmer Bernstein | ... | conductor (uncredited) |
Dick Lewzey | ... | music recordist (uncredited) |
Script and Continuity Department
Mary Cybulski | ... | script supervisor |
Transportation Department
Moises Blay | ... | driver (as Moses Blay) |
Fred Falcone | ... | driver |
Al Goelz | ... | driver |
A. Welch Lambeth | ... | transportation coordinator |
Tony Laron | ... | transportation co-captain |
Bill Oykman | ... | driver |
Bill M. Puluti | ... | transportation captain (as Bill Puluti) |
Terry Ragan | ... | driver |
Urs Stalder | ... | driver |
Additional Crew
Catherine Anderson | ... | production assistant |
Beth Bernstein | ... | assistant production coordinator |
William C. Breen | ... | consultant |
Sharon A. Briggs | ... | assistant: Barbara De Fina (as Sharon Briggs) |
Kathleen M. Courtney | ... | production coordinator |
Dean Dill | ... | consultant |
Tom Gamble | ... | production assistant |
Nan Garcia-Wood | ... | medic |
Chris Grant | ... | cook |
Daniel Grant | ... | cook |
Vincent Gratzer | ... | promotions |
Brian Jochum | ... | production assistant |
Julia Judge | ... | assistant: Martin Scorsese |
Shannon Kane | ... | assistant production accountant |
Stephen Masters | ... | titles designer |
Peter E. Nunnery | ... | production assistant (as Peter Nunnery) |
Roger Phillips | ... | title designer |
Pablo Prietto | ... | production assistant |
Cynthia Quan | ... | production accountant |
Tiffany Rosen | ... | production secretary |
Julian Rothenstein | ... | title designer |
David Saltzman | ... | production assistant |
Andrew Varela | ... | promotions |
Dan Winkle | ... | production assistant |
Craig Caton | ... | creature crew (uncredited) |
Dianne E. Collins | ... | publicist: M/S Billings Publicity Ltd. (uncredited) |
Michael Jackman | ... | post-production accountant (uncredited) |
Donnie Saylor | ... | technical consultant (uncredited) |
Gregg Singer | ... | talent assistant (uncredited) |
Thanks
Anne Harrison | ... | special thanks |
Kim Jacobsen | ... | thanks |
Bruce Kawin | ... | special thanks |
Debra Knoblauch | ... | thanks |
Frank Kush | ... | thanks |
Victoria Ann Varga | ... | thanks |
Production Companies
Distributors
- CNR Film (1991) (Netherlands) (theatrical)
- Cineplex Odeon Films (1990) (Canada) (theatrical)
- Finnkino (1991) (Finland) (theatrical)
- Gaumont (1991) (France) (theatrical)
- Miramax (1990) (United States) (theatrical)
- Motion Picture Group (MPG) (1991) (Netherlands) (theatrical)
- Palace Pictures (1990) (United Kingdom) (theatrical)
- TOBIS Film (1991) (Germany) (theatrical)
- 101 Films (2018) (United Kingdom) (Blu-ray)
- Alliance Atlantis Home Video (2002) (Canada) (DVD)
- Alliance Atlantis Home Video (2002) (Canada) (VHS)
- Argentina Video Home (1991) (Argentina) (VHS)
- Buena Vista Home Entertainment (2002) (United States) (DVD)
- Buena Vista Home Entertainment (2002) (United States) (VHS)
- CNR Film & Video (1991) (Netherlands) (VHS)
- Canal+ (1992) (France) (tv)
- Cecchi Gori Home Video (2004) (Italy) (DVD)
- Cineplex-Odeon Home Video (1991) (Canada) (VHS)
- Eagle Pictures (2011) (Italy) (Blu-ray)
- Echo Bridge Home Entertainment (2011) (United States) (DVD)
- Echo Bridge Home Entertainment (2013) (United States) (Blu-ray)
- Flashstar Home Vídeo (Brazil) (VHS)
- Front Row Filmed Entertainment (2009) (United Arab Emirates) (Middle East)
- Gativideo (2007) (Argentina) (DVD)
- Gaumont Vidéo (2008) (France) (DVD)
- HBO Video (1991) (United States) (VHS)
- Home Box Office Home Video (HBO) (1998) (United States) (DVD)
- Les Films René Malo (1991) (Canada) (VHS)
- Lionsgate Home Entertainment (2015) (United States) (Blu-ray)
- Lionsgate Home Entertainment (2015) (United States) (DVD)
- Lume Filmes (2008) (Brazil) (DVD)
- MCA (1991) (Canada) (VHS)
- Optimum Home Entertainment (2007) (United Kingdom) (DVD)
- Pluto TV (2022) (United States) (video)
- RCA/Columbia Pictures International Video (1991) (Germany) (VHS)
- Roadshow Home Video (1991) (Australia) (VHS)
- Sandrew Metronome Distribution (2008) (Finland) (DVD)
- Showtime Video (1990) (Finland) (VHS)
- The Criterion Channel (2020) (United States) (tv) (digital)
- The Criterion Collection (2025) (United States) (Blu-ray)
- The Criterion Collection (2025) (United States) (Ultra HD Blu-ray)
- Universal Pictures Finland (2005) (Finland) (DVD)
- Universal Pictures Video (2004) (Australia) (DVD)
- Universal Pictures Video (2004) (Denmark) (DVD)
- Universum Film (UFA) (2007) (Germany) (DVD)
- Yleisradio (YLE) (1998) (Finland) (tv)
- Zima Entertainment (Mexico) (DVD)
Special Effects
- Amalgamated Dynamics (additional visual effects)
- Image Engineering (special effects)
- The Film Business Inc.
Other Companies
- Albert G. Ruben and Company (insurance)
- Andrea Jaffe (thanks)
- Anne Harrison (thanks)
- Carla Pool (craft service)
- Charles Jourdan (thanks)
- Descriptive Video Works (descriptive video)
- Film Finances (bond company)
- Filmtrucks (grip/electric equipment)
- Frameline Productions (titles)
- George Howe (thanks)
- Giorgio Armani (thanks)
- International Alliance of Theatrical Stage Employees (IATSE) (this picture made under the jurisdiction of)
- J. Arthur Rank Film Distributors (courtesy of: extract from "The Lady Vanishes")
- L.A. Eyeworks (thanks)
- M/S Billings Publicity Ltd. (thanks)
- Mansour Travel Co. (thanks)
- Miller Brewing Company (thanks)
- Panavision (filmed with: camera and lenses)
- Pepsi-Cola Company (thanks)
- Phoenix Film Office (thanks)
- Reeltime Creative (trailer music)
- S&A Studios (thanks)
- Sapex Scripts (post-production script services)
- SkyWest (thanks)
- Some Like It Hot (catering)
- Superior Casting (extras casting)
- TBS Casting (extras casting)
- The Donna Karan Company (thanks)
- Turf Paradise Race Course (thanks)
- United Tote (tote boards)
- Varèse Sarabande (soundtrack)
- Victoria Varga (thanks)
- Video 24 (video playback)
- Warner Bros. De Lane Lea (sound re-recording)
Storyline
Plot Summary |
Lilly works for a bookie, placing bets to change the odds at the track. When her son is hospitalized after an unsuccessful con job and resultant beating, she finds that even an absentee parent has feelings for her child. This causes her own job to go wrong as well. Each of them faces the downside of the grift.
Written by John Vogel |
Plot Keywords | |
Taglines | Who's Conning Who? See more » |
Genres | |
Parents Guide | View content advisory » |
Certification |
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Additional Details
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Filming Locations |
Box Office
Opening Weekend United States | $125,195, 21 Jan 1991 |
Did You Know?
Trivia | In a late 2013 interview, Anjelica Huston described this role as the most challenging one of her career. See more » |
Goofs | Lily unscrews both light bulbs in the hallway outside Roy's apartment. In a following cut, Roy is seen entering his apartment from a well-lit hallway. See more » |
Movie Connections | Featured in The Rookie/Berkeley in the Sixties/Edward Scissorhands/The Grifters (1990). See more » |
Soundtracks | Do Ya, Do Ya Love Me? See more » |
Quotes |
Bobo Justus:
One question. Do you want to stick to that story, or do you want to keep your teeth? Lilly Dillon: I want to keep my teeth. See more » |