Elvis Presley as Toby Kwimper

Arthur O'Connell as Pop Kwimper

Anne Helm as Holly Jones

Joanna Moore as Alisha Claypoole

Jack Kruschen as Carmine

Simon Oakland as Nick

Roland Winters as Judge

Alan Hewitt as H. Arthur King

Howard McNear as George

Frank De Kova as Jack (as Frank de Kova)

Herbert Rudley as Mr. Endicott

Gavin Koon as Eddy Bascombe

Robin Koon as Teddy Bascombe

Robert Carricart as Blackie

Barry Russo as Al (as John Duke)

Harry Holcombe as Governor (uncredited)

Pam Ogles as Ariadne Pennington (uncredited)

Waclaw Rekwart as Bartender (uncredited)

Mitchell Rhein as Dealer (uncredited)

Red West as Bank Guard (uncredited)