Brian Benben as Roger Henderson

Mary Stuart Masterson as Penny Henderson

Ned Beatty as General Whalen

Scott Michael Campbell as Billy

Brion James as Bernie King

Michael Lerner as Lieutenant Cross

Michael McKean as Rick Rochester

Jeffrey Tambor as Walt Whalen Jr.

Stephen Tobolowsky as Max Applewhite

Christopher Lloyd as Zoltan

Larry Miller as Herman Katzenback

Anita Morris as Claudette Katsenback

Corbin Bernsen as Dexter Morris

Bobcat Goldthwait as Wild Writer

Robert Walden as Tommy

Dylan Baker as Jasper

George Burns as Milt Lackey

Rosemary Clooney as Anna

Billy Barty as Billy Barty

Tracy Byrd as Tracy Byrd

Candy Clark as Billy's Mom

Anne DeSalvo as Female Writer

Jennifer Dundas as Deirdre

Bo Hopkins as Billy's Father

Robert Klein as Father Writer

Harvey Korman as Jules Cogley

Joey Lawrence as Frankie Marshall

Peter MacNicol as Son Writer

Bridgett Newton as Member of The Miller Sisters

Amy Parrish as Member of The Miller Sisters

Nina Repeta as Member of The Miller Sisters

Frank Trimble as Member of The Dead Tones

Kevin Scott Warner as Member of The Dead Tones

Frank J. Aard as Rollerskating Penguin

Ellen Albertini Dow as Organist

Mary Boucher as Soap Box Girl

Doug Chambers as Drummer

Ralph Corley as Milt Lackey Double

Tina Corsini as Betty Boop

Jim David as Biff Blaster

Deacon Dawson as 'Peter Lorre' Villain / Happy

Hadley Eure as 'Paprika' Actress

J. Don Ferguson as Johnny Ace

Wilbur Fitzgerald as 'Tortured' Actor

Keith Flippen as Space Cadet Jimmy

Paul "Mousie" Garner as Double Bass Performer

Randell Haynes as Difficult Actor / interrogator

Mark Joy as Jack Granite

Rebecca Koon as Mildred's Mother / Ma

Gary Kroeger as Gork, Son of Fire

Tammy Lauren as 'In the Mood' Bandleader

Marguerite MacIntyre as Bubble Bath Announcer

Lori Mahl as Mildred / Johnny Ace Secretary

Charles Marsh as Tom McCallum

Madison McKoy as Cab Calloway

Rod McLachlan as Black Whip / Granite's Dog

Marc McPherson as Maynard

Patt Noday as Sherwood Smith

Richard K. Olsen as 'Lieutenant Cross' Actor / Pa

Donna Peters as 'Gork' Actress

Robert D. Raiford as Ben Butter

Robin Dale Robertson as Temperamental Actor

Jack Sheldon as Ruffles Reedy

Frank Terrio as Duck

Gary Anthony Williams as Dr. Ashton-Reeves

Brad Moranz as Dancer

Jennifer Moranz as Dancer

Deborah DeFrancisco as Dancer

Lynn Raley as Dancer

Leanne Reese as Dancer

Crystal Williams as Dancer

Dixie Wilson as Dancer

Barry Bell as Cop

Gabe Caggiano as Cop

Jerico DeAngelo as Cop

Lou Criscuolo as Cop

Michael Harding as Cop

John Keenan as Cop

Mark Marshall as Cop

Mark Jeffrey Miller as Cop

Michael P. Moran as Cop

Mike O'Brien as Cop

Bob Sayer as Cop

Rock Taulbee as Cop

Robert C. Treveiler as Cop

Hank Troscianiec as Cop

Harold Bergman as Affiliate

Rita Butler as Affiliate's Wife

Dave Hager as Laughing Man

Kim Head as Waitress

Scott Hilley as Drunk Affiliate

Ed Lillard as Loud Affiliate

Leighann Lord as Morgana

Joann Luzzatto as PA

Eric Paisley as Enthusiastic Affiliate

D. Anthony Pender as Revolving Stage Operator

Jeffrey Pillars as Nerdy Stagehand

Steve Rassin as Page

Pam Stone as Dottie

Leslie Truman as Woman in Audience

Norm Woodel as Announcer

Frank Welker as Special Vocal Effects

Jeff Bennett as Page#2