Gregg Henry as Lieutenant Matt Ryder

Simone Griffeth as Sean

Michael J. Pollard as Howard

Jeff Conaway as Mitchell

Leslie Nielsen as Admiral Frazer

Stack Pierce as Atkins

Glenn Withrow as Pink

Larry Mintz as Bite

Diane Stevenett as Maggie

Mike Muscat as Pool Room Bully

Lorin Jean Vail as Howard's Girl

Sally Brown as Girl in Bar