Ringo Starr

as Mr. Conductor

Didi Conn

as Stacy Jones

Nicolle Rochelle

as Tanya Cupper

Rachel Miner

as Vickie

Brian O'Connor

as Schemer

Jason Woliner

as Matt Jones

Lloyd Bridges

as Mr. Nicholas

Jonathan Freeman

as Tito Swing (Voice)

Olga Felgemacher

as Didi (Voice)

Alan Semok

as Tex (Voice)

Craig Marin

as Rex (Voice)

Ardon Bess

as Tucker Cooper

Jerome Dempsey

as Mayor of East Shemp

Mart Hulswit

as J.B. King Esquire

Bobo Lewis

as Midge Smoot

Judy Marshak

as Claire

Rory Dodd

as Tex / Rex (singing voice)