George Carlin

as Mr. Conductor

Didi Conn

as Stacy Jones

Tom Jackson

as Billy Twofeathers

Erica Luttrell

as Kara Cupper

Ari Magder

as Dan Jones

Danielle Marcot

as Becky

Brian O'Connor

as Schemer

Ed Begley Jr.

as Ned Kincaid

Jonathan Freeman

as Tito Swing (Voice)

Olga Felgemacher

as Didi the Drummer (Voice)

Craig Marin

as Rex / JJ Silvers (Voice)

Peter Baird

as Grace the Bass (Puppet)

Kenny Miele

as Grace the Bass (Puppet)

Alan Semok

as Tex (Voice)

Jerome Dempsey

as The Mayor

Barbara Hamilton

as Ginny

Mart Hulswit

as J.B. King

Chantellese Kent

as Lilly

Bobo Lewis

as Midge Smoot

Susan Stackhouse

as Lilly's Mom