Ben Johnson as Holly Gibson

Ben Murphy as Les Reever

Ed Nelson as Nick Staffo

Darleen Carr as Carol Lerner

Martin Milner as John Shedd

Lee Montgomery as Mark Shedd (as Lee H. Montgomery)

Vera Miles as Ellen Staffo

Ray Danton as Prof. Jack Dunn

Frank Marth as Dispatcher

Bing Russell as Fireman

John McLiam as Conductor

Lou Frizzell as Brakeman

Frank Maxwell as Chief Dispatcher

Kip Niven as College Man

Laurette Spang as Coed

Ross Elliott as Dr. Phillips

Kelley Miles as Screaming Girl

Judson Pratt as Bill Travers