Jason Robards as Charles Halloway

Jonathan Pryce as Mr. Dark

Diane Ladd as Mrs. Nightshade

Royal Dano as Tom Fury

Vidal Peterson as Will Halloway

Shawn Carson as Jim Nightshade

Mary Grace Canfield as Miss Foley

Richard Davalos as Mr. Crosetti

Jake Dengel as Mr. Tetley

Jack Dodson as Dr. Douglas

Bruce M. Fischer as Mr. Cooger

Ellen Geer as Mrs. Halloway

Pam Grier as Dust Witch

Brendan Klinger as Cooger as a Child

James Stacy as Ed the Bartender

Angelo Rossitto as Little Person #1

Peter Risch as Little Person #2

Jill Carroll as Teenage Girl

Tony Christopher as Young Ed

Sharan Lea as Young Miss Foley

Scott De Roy as Cooger as a Young Man

Sharon Ashe as Townswoman

Arthur Hill as Narrator (voice)

Phil Fondacaro as Demon Clown (uncredited)

Jerry Maren as Demon Small Person (uncredited)