Peter O'Toole as Alan Swann

Mark Linn-Baker as Benjy Stone

Jessica Harper as K.C. Downing

Joseph Bologna as King Kaiser

Bill Macy as Sy Benson

Lainie Kazan as Belle Carroca

Anne DeSalvo as Alice Miller

Basil Hoffman as Herb Lee

Lou Jacobi as Uncle Morty

Adolph Green as Leo Silver

Tony DiBenedetto as Alfie Bumbacelli

George Wyner as Myron Fein

Selma Diamond as Lil

Cameron Mitchell as Karl Rojeck

Jenny Neumann as Connie

Corinne Bohrer as Bonnie

George Marshall Ruge as Lord Drummond / Featured Player

Amanda Horan Kennedy as Lady Eleanor

John Welsh as Cubby Brown

Richard Brestoff as Stage Manager / Featured Player

Jed Mills as Member #1 / Featured Player

Ted Grossman as Harris / Featured Player

Teresa Ganzel as Dumpling / Featured Player

Philip Bruns as Fed. Marshal Holt / Featured Player

Archie Hahn as Delivery Boy / Featured Player

Karen Haber as Vivian / Featured Player

Priscilla Kovary as Priscilla

Eleanor C. Heutschy as Gossip Columnist

Peter Eastman as Maitre D'

Fox Harris as Curt / Featured Player

Rieneke as Andrea

Howard George as Artie / Featured Player

Bob Windsor as Alvin Horn / Featured Player

Gloria Stuart as Mrs. Horn

Clyde McLeod as Club Dancer

Harry Bill Roberts as Orchestra Leader

Ramon Sison as Rookie Carroca / Featured Player

Annette Robyns as Sadie

Pearl Shear as Mrs. Kessler

Stanley Brock as Mr. Berkowitz

Martin Garner as Mr. Cantor

John Medici as Scalfoni

Robert G. Denison as Stockbroker #1 / Featured Player

John Christy Ewing as Stockbroker #2 / Featured Player

Vincent Sardi Jr. as Policeman

Cady McClain as Tess

Norman Steinberg as Sandy

Richard Warwick as Technical Director

Rex Benson as Makeup Man

Denver Mattson as Thug #1

George Fisher as Thug #2

Bob Terhune as Thug #3

Nick Dimitri as Thug #4

Phil Adams as Stagehand #1

Richard E. Butler as Stagehand #2

Vince Brocato as Walla Walla (voice)

Lana Clarkson as Girl in Old Gold Cigarette Pack

David Armstrong as Club Patron