William Finley as Winslow Leach / The Phantom

Paul Williams as Swan

Jessica Harper as Phoenix

George Memmoli as Philbin

Gerrit Graham as Beef

Archie Hahn as The Juicy Fruits / The Beach Bums / The Undeads

Jeffrey Comanor as The Juicy Fruits / The Beach Bums / The Undeads

Peter Elbling as The Juicy Fruits / The Beach Bums / The Undeads

Colin Cameron as Band

David Garland as Band

Gary Mallaber as Band

Art Munson as Band

Mary Margaret Amato as Swan's Entourage

Rand Bridges as Swan's Entourage

Jim Bohan as Swan's Entourage

Herb Pacheco as Assassin

Jennifer Ashley as Groupie

Janit Baldwin as Groupie

Janus Blythe as Groupie

Katherine Mastellos as Groupie

Robin Mattson as Groupie

Patrice Rohmer as Groupie

Cheryl Smith as Groupie

April Troy as Groupie

Walter Foster as Cop

Peter Harrell as Cop

Troy Haskins as Judge

Gene Gross as Warden

Henry Calvert as Nightwatchman

Ken Carpenter as Stagehand

Sam Forney as Stagehand

Leslie Brewer as Surfgirl

Celia Derr as Surfgirl

Linda Larimer as Surfgirl

Roseanne Romine as Surfgirl

Nydia Amagas as Dancer

Sara Ballantine as Dancer

Kristi Bird as Dancer

Cathy Buttner as Dancer

Linda Cox as Dancer

Jane DeFord as Dancer

Bibi Hansen as Dancer

Robin Jeep as Dancer

Deen Summers as Dancer

Judy Washington as Dancer

Susan Weiser as Dancer

Janet Savarino as Singing Twin

Jean Savarino as Singing Twin

Keith Allison as Country & Western Singer

Bobby Birkenfeld as Guy

Sandy Catton as Black Singer

William Donovan as Reporter

Scott Edmund Lane as Reporter

Dennis Olivieri as Reporter

Adam Wade as Reporter

Nancy Moses as Back-Up Singer

Diana Walden as Back-Up Singer

Sherri Adeline as Girl in Ticket Line

Carol O'Leary as Betty Lou

Marty Bongfeldt as Mini-bopper

Coleen Crudden as Mini-bopper

Bridgett Dunn as Mini-bopper

William Shephard as Rock Freak

Angelyne as Auditioning Singer (uncredited)

Greg Bransom as Spectator (uncredited)

Shelly Desai as Dental Health Volunteer (uncredited)

Paul Hirsch as Paradise Audience Member (uncredited)

Rod Serling as Introductory Narrator (voice) (uncredited)