Peter O'Toole

as Alan Swann

Mark Linn-Baker

as Benjy Stone

Jessica Harper

as K.C. Downing

Joseph Bologna

as King Kaiser

Bill Macy

as Sy Benson

Lainie Kazan

as Belle Carroca

Anne DeSalvo

as Alice Miller

Basil Hoffman

as Herb Lee

Lou Jacobi

as Uncle Morty

Adolph Green

as Leo Silver

Tony DiBenedetto

as Alfie Bumbacelli

George Wyner

as Myron Fein

Selma Diamond

as Lil

Cameron Mitchell

as Karl Rojeck

Jenny Neumann

as Connie

Corinne Bohrer

as Bonnie

George Marshall Ruge

as Lord Drummond / Featured Player

Amanda Horan Kennedy

as Lady Eleanor

John Welsh

as Cubby Brown

Richard Brestoff

as Stage Manager / Featured Player

Jed Mills

as Member #1 / Featured Player

Ted Grossman

as Harris / Featured Player

Teresa Ganzel

as Dumpling / Featured Player

Philip Bruns

as Fed. Marshal Holt / Featured Player

Archie Hahn

as Delivery Boy / Featured Player

Karen Haber

as Vivian / Featured Player

Priscilla Kovary

as Priscilla

Eleanor C. Heutschy

as Gossip Columnist

Peter Eastman

as Maitre D'

Fox Harris

as Curt / Featured Player

Rieneke

as Andrea

Howard George

as Artie / Featured Player

Robert Windsor

as Alvin Horn / Featured Player

Gloria Stuart

as Mrs. Horn

Clyde McLeod

as Club Dancer

Harry Bill Roberts

as Orchestra Leader

Ramon Sison

as Rookie Carroca / Featured Player

Annette Robyns

as Sadie

Pearl Shear

as Mrs. Kessler

Stanley Brock

as Mr. Berkowitz

Martin Garner

as Mr. Cantor

John Medici

as Scalfoni

Robert G. Denison

as Stockbroker #1 / Featured Player

John Christy Ewing

as Stockbroker #2 / Featured Player

Vincent Sardi Jr.

as Policeman

Cady McClain

as Tess

Norman Steinberg

as Sandy

Richard Warwick

as Technical Director

Rex Benson

as Makeup Man

Denver Mattson

as Thug #1

George Fisher

as Thug #2

Bob Terhune

as Thug #3

Nick Dimitri

as Thug #4

Phil Adams

as Stagehand #1

Richard E. Butler

as Stagehand #2

Vince Brocato

as Walla Walla (voice)

Lana Clarkson

as Girl in Old Gold Cigarette Pack

David Armstrong

as Club Patron