Bette Midler as Mary Rose Foster

Alan Bates as Rudge Campbell

Frederic Forrest as Huston Dyer

Harry Dean Stanton as Billy Ray

Barry Primus as Dennis

David Keith as Mal

Sandra McCabe as Sarah

Will Hare as Mr. Leonard

Rudy Bond as Monty

Don Calfa as Don Frank

James Keane as Dealer

Doris Roberts as Rose's Mother

Sandy Ward as Rose's Father

Michael Greer as Emcee

Kenny Sacha as Female Impersonator

Michael St. Laurent as Female Impersonator

Sylvester as Female Impersonator

Pearl Heart as Female Impersonator

Butch Ellis as Waiter

Richard Dioguardi as Trucker

John Dennis Johnston as Milledge

Jonathan Banks as Television Promoter

Jack O'Leary as Short Order Cook

Luke Andreas as Trucker

Harry Northup as Skinny Guy

Cherie Latimer as Secretary

Seamon Glass as Trucker

Pat Corley as Police Chief

Dennis Erdman as Billy Ray's Kid

Hugh Gillin as Guard

Joyce Roth as Waitress in Airport

Frank Speiser as Reporter at Rose's House

Constance Cawlfield as Reporter

Annie McGuire as Don Frank's Wife

Hildy Brooks as Waitress in Diner

Jack Starrett as Dee

Dimo Condos as Reporter

Lorrie Davis as Reporter

David Garfield as Reporter

Kathryn Grody as Reporter

Jack Hollander as Reporter

Sandra Seacat as Reporter

Chip Zien as Reporter

Ted Harris as Reporter

Victor Argo as Lockerman

Kelly Boyd as Blonde Girl in Leonard's

Cyndi Gottfried as Redhaired Girl in Leonard's

L.D. Frazier as Doorman at Nightclub

Larry Guardino as Cop at Police Station

Tom Kubiak as Cab Driver

Phil Rubenstein as Pot Belly

Charlie McCarthy as Cop in Luxor Baths

Danny Weis as The Rose Band

Louis Buchanan as The Rose Band

Norton Buffalo as The Rose Band

Pentti Glan as The Rose Band

Steve Hunter as The Rose Band

Jerry Jumonville as The Rose Band

Mark Leonard as The Rose Band

Mark Underwood as The Rose Band

Rodney Dillard as Billy Ray Band

Doug Dillard as Billy Ray Band

Byron Berline as Billy Ray Band

Mark Jordan as Club 77 Band

Fred Beckmeier as Club 77 Band

David Kalish as Club 77 Band

Gary Ferguson as Club 77 Band

Steve Berlin as Club 77 Band

Gregory Prestopino as Monty's Band

Bill Elliot as Monty's Band

Jon Sholle as Monty's Band

Scott Chambers as Monty's Band

Harry Stinson as Monty's Band