Terry Kiser

as Benny Kowalski

Tim Thomerson

as Barney Tuscom

Jack Colvin

as Lt. Callan

Jane Seymour

as Margie Parks

Jack Cassidy

as Jules Rosen

Hugh O'Brian

as Jack Davis

Pat Harrington Jr.

as Joey Gallion

Rodney Dangerfield

as Manager

Marty Allen

as Higgie

George Gobel

as Drunk

Bobby Troup

as Paul Mizener

Michael Pataki

as Sgt. Ross

Richard Gautier

as Will Dawson

Ted Cassidy

as Jake Tuttle

Don Marsh

J.P. Finegan

as Male

Rosalind Miles

as Alice