Talia Shire as Dianne

Richard Jordan as Jeff

John Belushi as Eric

Keith Carradine as Wayne

Gerrit Graham as The Fisherman

Bethel Leslie as Mrs. Vantil

Joan Hotchkis as Pamela Shaw

William Bassett as David Brinks

Nina Jordan as Dylan

Buck Henry as Art Kopple

John Houseman as Dr. Hoffman

Barry Michlin as Burt

Jon Cutler as Bartender

Jim Raymond as Man in bar

Mary McCusker as Desk clerk

Brenda King as Sue Ann

P. J. Soles as Sandy

Dominique Pinassi as Dianne Age 13 (voice)

Murphy Dunne as Bloodshot Band Keyboard

Jim Keltner as Bloodshot Band Drums

Roy Marinell as Bloodshot Band Bass Guitar

Paul Flaherty as Bloodshot Band Lead Guitar

Thomas McGowan as Fisherman (uncredited)