Ron Howard as Sam Freeman

Nancy Morgan as Paula Powers

Elizabeth Rogers as Priscilla Powers

Barry Cahill as Bigby Powers

Rance Howard as Ned Slinker

Paul Linke as Collins Hedgeworth

Marion Ross as Vivian Hedgeworth

Don Steele as Curly Q. Brown

Peter Isacksen as Sparky

Clint Howard as Ace

James Ritz as Officer Tad

Hoke Howell as Preacher

Lew Brown as Jack Klepper

Ken Lerner as Eagle I

Jack Perkins as Shadley

Paul Bartel as Groom

Garry Marshall as Underworld Boss

Leo Rossi as Vegas Muscle Chief

Bill Conklin as Engle Hingleman

Robert Weaver as Harold Hingleman

Bobs Watson as Minister

Jim Begg as Vegas Businessman

Allan Arkush as Clown (uncredited)

Ancel Cook as Dink (uncredited)

James Costigan as Hiram (uncredited)

Laurence Cruickshank as Elder Spokesman (uncredited)

Wayne Goodwin as Mysterious Man (uncredited)

Ben Haller as Tractor Driver (uncredited)

Todd Hallowell as Race Track Spectator / Arresting Officer (uncredited)

Gene Hartline as Gas Station Attendant (uncredited)

Cheryl Howard as Reporter in Brown Hat (uncredited)

Todd McCarthy as Reporter (uncredited)

Eddie Mulder as Derby Driver (uncredited)

Cal Naylor as Car Salesman (uncredited)

Conrad E. Palmisano as Roadside Cop (uncredited)

Vic Rivers as Muskovitz (uncredited)

Rick Seaman as Max Hingleman (uncredited)

George Wagner as Camera Operator (uncredited)