Steve Guttenberg as Jack Bonner

Tahnee Welch as Kitty

Brian Dennehy as Walter

Don Ameche as Arthur Selwyn

Wilford Brimley as Benjamin Luckett

Hume Cronyn as Joseph Finley

Maureen Stapleton as Mary Luckett

Jack Gilford as Bernie Lefkowitz

Jessica Tandy as Alma Finley

Clint Howard as John Dexter

Linda Harrison as Susan

Gwen Verdon as Bess McCarthy

Herta Ware as Rosie Lefkowitz

Barret Oliver as David

Tyrone Power Jr. as Pillsbury

Mike Nomad as Doc

Jorge Gil as Lou Pine

James Ritz as DMV Clerk

Charles Rainsbury as Smiley

Wendy J. Cooke as Alien

Pamela Prescott as Alien

Dinah Sue Rowley as Alien

Gabriella Sinclair as Alien

Cyndi Vicino as Bank Teller

Russ Wheeler as Doctor

Harold Bergman as Reverend

Ivy Thayer as Waitress

Fred Broderson as Kirk

Mark Cheresnick as Salvatore

Bette Shoor as Realtor

Mark Simpson as Coast Guard First Class BM

Robert Slacum Jr. as Coast Guard Second Class BM

Rance Howard as St. Petersburg Dectective

Jean Speegle Howard as Woman

Charles Voelker as Leader, New Yorkers Dance Band

Irving Krone as Jasper

Clarence Thomas as Policeman

Ted Science as Policeman

Jim Fitzpatrick as Dock Worker

Tracy Roberts as Bar Patron

Charles Lampkin as Pops

Fred Astaire as Character in film clip from 'The Gay Divorcee' (archive footage) (uncredited)

Reginald Gardiner as Character in film clip from 'Flying Deuces' (archive footage) (uncredited)

Oliver Hardy as Self - film clip from 'Flying Deuces' (archive footage) (uncredited)

Stan Laurel as Stanley in film clip from 'Flying Deuces' (archive footage) (uncredited)