Kim Milford as Billy Duncan

Cheryl Smith as Kathy Farley

Gianni Russo as Tony Craig

Ron Masak as Sheriff

Eddie Deezen as Froggy

Keenan Wynn as Colonel Farley

Roddy McDowall as Doctor Mellon

Dennis Burkley as Deputy Pete Ungar

Barry Cutler as Deputy Jesse Jeep

Mike Bobenko as Chuck Boran

Rick Walters as Mike London

Simmy Bow as Gas Station Attendant

Joanna Lipari as Franny

Wendy Wernli as Carolyn Spicer

Michael Bryar as Hip Kid

Melinda Wunderlich as Girl on Bench

Franne Schacht as Sheriff's Secretary

Eric Jenkins as Pilot

Janet Dey as Eleanor Duncan

Steve Neill as Alien Fugitive