Gary Busey as Frankie

Jodie Foster as Donna

Robbie Robertson as Patch

Meg Foster as Gerta

Kenneth McMillan as Heavy St. John

Elisha Cook Jr. as On-Your-Mark

Tim Thomerson as Doubles

Teddy Wilson as Nails

John Lehne as Skeet

Bill McKinney as Marvin Dill

Bert Remsen as Delno Baptiste

Craig Wasson as Mickey

Fred Ward as Jack

Woodrow Parfrey as W. C. Hannon

Alan H. Braunstein as Willie Mae

Tina Andrews as Sugaree

Jordan Cael as Flame

John Cassidy as Harry the Hat

Margaret Jo Lee as Pagan Knight

William S. Bartman as Hi-Striker

Terry Beaver as Trucker

Dani Dembrosky as Skinny

George Emerson as Fat Man

Bob Hannah as Tough #1

Cathi Harrer as Cheryl

Anita Haynes as Waitress

Nancy Hazeltine as Lesbian Girl

Robert Kent as Cook

Jack Howard Kitchens Jr. as Tough #3

Charles Christian Levy Sr. as Tough #2

Virginia Logan as Ticket Seller

Jerry Lyles as Mark

Noelle Massina as Noelle

Nomi Mitty as Eight Color Girl

Sirl Myhand as Carl

Greg Oliver as Cop

Randal Patrick as Mark

Tony C. Petrea as Tough #5

Jeannie Rapp as Twin #2

Elijah Perry as Trucker

Mary Siceloff as Georgene

Albert Smith as Old Farmer

Trisha Tiedemann as Trish

Janet Thomas as Twin #1

Janet Wieringa as Lesbian #2

E. Devan Young as Tough #4

Emmett Bejano as Alligator Skin Man

Percilla Bejano as Monkey Girl

Elaina Doucet as Contortionist

Jimmy Rapp as Contortionist / Sword Swallower

Johann K. Petursson as Giant

Pete Terhune as Fire Eater Dwarf and Iron Togue Act

Robert DoQui as Jerry

Richard Kaufman as Carnival Goer (uncredited)