Gene Wilder as George Caldwell

Jill Clayburgh as Hildegard 'Hilly' Burns

Richard Pryor as Grover Muldoon

Patrick McGoohan as Roger Devereau

Ned Beatty as Bob Sweet

Clifton James as Sheriff Chauncey

Ray Walston as Mr. Edgar Whiney

Stefan Gierasch as Professor Schreiner & Johnson

Len Birman as Chief

Valerie Curtin as Plain Jane

Lucille Benson as Rita Babtree

Scatman Crothers as Ralston

Richard Kiel as Reace

Fred Willard as Jerry Jarvis

Delos V. Smith Jr. as Burt

Mathilda Calnan as Blue-Haired Lady

Margarita García as Mexican Mama-San

Henry Beckman as Conventioneer

Harvey Atkin as Conventioneer

Lloyd White as Porter

Ed McNamara as Benny

Raymond Guth as Night Watchman

John Daheim as Engineer #2

Jack O'Leary as Fat Man #1

Lee McLaughlin as Fat Man #2

Bill Henderson as Red Cap

Tom Erhart as Cab Driver

Gordon Hurst as Moose

J.A. Preston as Waiter (uncredited)

Nick Stewart as Shoeshiner

Steve Weston as Conventioneer

Wendy Girard as Girl on Train (uncredited)