Timothy Bottoms as Sonny Crawford

Cybill Shepherd as Jacy Farrow

Jeff Bridges as Duane Jackson

Cloris Leachman as Ruth Popper

Ellen Burstyn as Lois Farrow

Ben Johnson as Sam the Lion

Randy Quaid as Lester Marlow

Clu Gulager as Abilene

Eileen Brennan as Genevieve

Sam Bottoms as Billy

Sharon Ullrick as Charlene Duggs

Bill Thurman as Coach Popper

Jessie Lee Fulton as Miss Mosey

Helena Humann as Jimmie Sue

Barc Doyle as Joe Bob Blanton

Gary Brockette as Bobby Sheen

John Hillerman as English teacher

Joe Heathcock as Sheriff

Kimberly Hyde as Annie-Annie Martin

Noble Willingham as Chester

Janice O'Malley as Mrs. Clarg

Grover Lewis as Sonny's father

Peter Bogdanovich as DJ (voice) (uncredited)

Loyd Catlett as Leroy

Robert Glenn as Gene Farrow

Floyd Mahaney as Oklahoma Patrolman

Joye Hash as Mrs. Jackson

Gordon Hurst as Monroe

Charles Seybert as Andy Fanner

Frank Marshall as Tommy Logan

Tom Martin as Larry

Stuart Spates as Roughneck in Truck (uncredited)

Marjorie Jay as Winnie Snips

Pamela Keller as Jackie Lee French

Mike Hosford as Johnny

Faye Jordan as Nurse

Rebecca Ulrick as Marlene

Merrill Shepherd as Agnes

Buddy Wood as Bud

Kenny Wood as Ken

Leon Brown as Cowboy in Cafe

Bobby McGriff as Truck Driver

Jack Mueller as Oil Pumper

Robert Arnold as Brother Blanton

Otis Elmore as 1st Mechanic

Charles Salmon as Roughneck Driver

George Gaulden as Cowboy

Will Morris Hannis as Gas Station Man