Willie Nelson

as Billy Roy Barker

Kris Kristofferson

as Capt. "Rip" Metcalf

Helen Shaver

as Rose

Rip Torn

as Capt. Jack Parsons

Michael Marich

as Bubba Rayburn

Jane Cameron

as Jewel Metcalf

Emily Warfield

as Debbie Metcalf

Sonny Carl Davis

as Claude Rayburn

Erich Anderson

as Capt. Hansen

John Swasey

as Red Rayburn

Weasel Forshaw

as Fat Sam

Peter Harrell Jr.

as Poe

Timothy Macht

as Pet Shop Owner

Doris Hargrave

as Ma Rayburn

Matthew Scott Carlton

as George Fiffe

Turk Pipkin

as Prisoner

Julius Tennon

as Ranger Harvey

Coquina Dunn

as Sue Belle Hendrix

Lash LaRue

as Henry

Bingo Goodrich

as Taters

James N. Harrell

as Charlie

Shannon Sedwick

as Barmaid

Steven Chester Prince

as Detective

Steve Shearer

William Fair

Jeff Miller

Lou Perry

W.T. Bryant

as Cop

Bethlyn Gerard

as Secretary

J. David Moeller

as Radio Sportscaster / Announcer