Joan Severance as Darcy Walker / Black Scorpion

Bruce Abbott as Michael Russo

Rick Rossovich as Lt. Stan Walker

Stephen Lee as Captain Strickland

Anita Hart as Scary Mary

Ashley Peldon as Little Darcy

Paula Trickey as Leslie Vance

Rosine 'Ace' Hatem as Connie the Crusher

Kimberley Roberts as Nurse

Janelle Paradee as Babette

Garrett Morris as Argyle

Casey Siemaszko as Dr. Goddard / The Breath Taker

Darryl M. Bell as E-Z Street

Matt Roe as Mayor Artie Worth

Michael Wiseman as Hacksaw

John Sanderford as Thomas Aldridge

Rodman Flender as Hank

Rick Dean as Wino

Mike Elliott as Cop

Jonathan Winfrey as Bar Patron

Gregg Brazzel as Guard in Store

Terri J. Vaughn as Veronica / Tender Lovin'

Bradford Tatum as Razor

David Kilde as Security Guard #1 (uncredited)

Shane Powers as Cop #2