Frances Stillman as Barbara

Ben Carruthers as Ben

Adolfas Mekas as Gregory

Argus Spear Juillard as Argus

Frank Kuenstler as Frank

Louis Brigante as Luis

Sudie Bond as Sudie

Leonard Hicks as Leonard

Melvin Clay as Man Looking for Job

George Maciunas as Man with Theorbo

Tina Stoumen as Girl on Swing

Barbara Tucker as Woman with Child

Allen Ginsberg as Self (voice)