Barbara Hershey as Boxcar Bertha

David Carradine as Big Bill Shelly

Barry Primus as Rake Brown

Bernie Casey as Von Morton

John Carradine as H. Buckram Sartoris

Victor Argo as McIver #1

David Osterhout as McIver #2

Harry Northup as Harvey Hall

Joe Reynolds as Joe Cox

Marianne Dole as Mrs. Mailler

Ann Morell as Tillie Parr

Martin Scorsese as Brothel Client (uncredited)

Jerry Cortez as Sheriff (uncredited)

Louie Elias as Boxcar Tough (uncredited)

Gayne Rescher as Brothel Client (uncredited)