Shirley MacLaine as Aurora Greenway

Debra Winger as Emma Greenway Horton

Jack Nicholson as Garrett Breedlove

Danny DeVito as Vernon Dahlart

Jeff Daniels as Flap Horton

John Lithgow as Sam Burns

Lisa Hart Carroll as Patsy Clark

Betty King as Rosie Dunlop

Huckleberry Fox as Teddy Horton

Troy Bishop as Tommy Horton

Shane Serwin as Younger Tommy Horton

Megan Morris as Melanie Horton

Tara Yeakey as Baby Melanie

Norman Bennett as Edward Johnson

Jennifer Josey as Young Emma

Kate Charleson as Janice

Tom Wees as Dr. Budge

Paul Menzel as Dr. Maise

F. William Parker as Doctor

Amanda Watkins as Meg

Buddy Gilbert as Dr. Ratcher

David Wohl as Phil

Shelley K. Nielsen as Nurse

Bette Croissant as Nurse

Charles Beall as Rudyard's Employer

Lelise Folse as Doris

Sharisse Baker-Bernard as Lee Anne

Judy Dickerson as Checkout Girl

Devon O'Brien as Lizbeth

Dana Vance as Victoria

Alexandra O'Karma as Jane

Nancy Mette as Woman at Party

Holly Holmberg Brooks as T.J.

Lear Levin as Jack Stern

Albert Brooks as Rudyard Greenway (voice)

Lanier Whilden as Patsy's Mother

Helen Stauffer as Flap's Secretary

Barbara Balik as Woman

Michelle Watkins as Woman

John C. Conger as Moving Man

Sandra Newkirk as Mrs. Johnson

Elaine McGown as Herself

Mary Kay Place as Doris (voice)