Jan-Michael Vincent as Matt Johnson

William Katt as Jack Barlow

Gary Busey as Leroy "The Masochist" Smith

Patti D'Arbanville as Sally

Lee Purcell as Peggy Gordon

Sam Melville as "Bear"

Reb Brown as "Enforcer"

Robert Englund as "Fly"

Joe Spinell as Psychologist

Hank Worden as Shopping Cart

Charlene Tilton as Party Girl

Celia Milius as Bride of the Bear

Darrell Fetty as Jim "Waxer" King

Gerry Lopez as Gerry Lopez

Hank Worden as Shopping Cart (as Hank Warden)

Steve Kanaly as Sally's Husband

Barbara Hale as Mrs. Barlow

Fran Ryan as Lucy

Keith Davis as Ostrich

Johnny Fain as Breathman

Rick Dano as Panhead

Michael Talbott as Hog

Janet Julian as Party Girl

Ollie O'Toole as Minister