Walter Matthau as Willy Clark

George Burns as Al Lewis

Richard Benjamin as Ben Clark

Lee Meredith as Nurse in Sketch (Miss McIntosh)

Carol Arthur as Mrs. Doris Green, Al's Daughter

Rosetta LeNoire as Odessa, Willy's Nurse

F. Murray Abraham as Mechanic

Howard Hesseman as Mr. Walsh, Commerical Director

James Cranna as Mr. Schaeffer, TV Director

Ron Rifkin as T.V. Floor Manager

Fritz Feld as Mr. Gilbert

Phyllis Diller as Self

Steve Allen as Self

Jennifer Lee as Helen Clark

Jennifer Lee Pryor as Helen Clark

Jack Bernardi as Man at Audition

Garn Stephens as Eddie - Stage Manager

Santos Morales as Desk Clerk

Archie Hahn as Assistant at Audition

Sid Gould as Patient

Tom Spratley as Card Player

Rashel Novikoff as Woman in Hotel

Sammy Smith as Man on Street

Dan Resin as Mr. Ferranti - Actor's Fund Home Director

Milt Kogan as Doctor

Bob Goldstein as Waiter

Walter Stocker as T.V. Executive

Duchess Dale as Ben's Secretary

Bill Reddick as Announcer

Eddie Villery as Flower Delivery Boy

Gary K. Steven as Boy

Steve Allen as Narrator of Fictional TV Program (uncredited)

Phyllis Diller as Performer on Fictional TV Program (uncredited)

Lois Hamilton as (uncredited)

Lauren Simon as Woman in Lobby (uncredited)

Rufus Smith as Unnamed Card Player (uncredited)