Shannon Whirry as Karen Stone

George Hamilton as Gil Braman

Harry Dean Stanton as Ernie Fontenot

Tawny Kitaen as Sara Burgess

Quinn Duffy as Robert Miller

Charles Grant as David

Jodi Thelen as Mary

Scott Williamson as Watson

Daryl Keith Roach as Franklin

J. Patrick McCormack as Jones

Charmagne Eckert as David's secretary

Lou Martini Jr. as Video store clerk