Pamela Sue Martin as Liz Stone

Joan Hackett as Capt. Grace

Martin Mull as Tang / Arthur Lyle

Richard Belzer as Stoner

Barry Pearl as Red

Harry Shearer as Narrator / Voice of Philip Alien / Voice of George Blik (voice)

Betty Kennedy as Beth Lyle

George Buck Flower as Eagle Man

Lincoln Kilpatrick as Walt

Cathryn Hartt as Janette

Ian Abercrombie as Inspector

Joy Rinaldi as Joyce

Genie Lawrence as Jodie

Rose Marie Perfect as Louise

Sam Diego as Bureaucrat / Philip Alien

Scott Dunlop as Shark Man