Whoopi Goldberg as Katie Coltrane

Armin Mueller-Stahl as Elizar Kane

Juliet Landau as Dr. Veronica Shade

Bud Cort as Spinner

Stephen McHattie as Edge

George Newbern as Theodore Rex (voice)

Carol Kane as Molly Rex (voice)

Richard Roundtree as Commissioner Lynch

Jack Riley as Alaric

Peter MacKenzie as Alex Summers

Joe Dallesandro as Rogan

Tony T. Johnson as Sebastian

Susie Coelho as Dr. Armitraj

Peter Kwong as Toymaker

Edith Diaz as Ella

Robert Martin Robinson as Knife

Dee Booher as Meanest Woman Truck Driver

William Boyett as Desk Sergeant

Marius Mazmanian as Butler

Noon Orsatti as Adam

Hilary Shepard as Sarah Jiminez

Lisa Papatzimas as New Eden Secretary

Michael Sharrett as New Eden Volunteer

Jan Rabson as Tina Rex / Voice Performer (voice)

Charles Chiodo as Guy in the Bag (voice)

Patricia Healy as Reporter #2

James Murray as Tina the Waitress (puppeteer)

Stephen Chiodo as Guy in the Bag (puppeteer)

Edward Chiodo as Caterpillar (puppeteer)

Pons Maar as Theodore Rex (performer)

Rodger Bumpass as Voice Performer (voice)

Anne Lockhart as Voice Performer (voice)

Billy Bowles as Voice Performer (voice)

Mickie McGowan as Voice Performer (voice)

Jennifer Darling as Voice Performer (voice)

Patrick Pinney as Voice Performer (voice)

Denise Dowse as Voice Performer (voice)

Phil Proctor as Voice Performer (voice)

Bill Farmer as Voice Performer (voice)

Sherry Lynn as Voice Performer (voice)