Brendan Hughes as Ian

Michele Matheson as Elizabeth

Sean Sullivan as Winston

Antonio Fargas as Bellamey

Carol Lynley as Miss Eddington

Jered Barclay as Dewey

Bruce Payne as R.B Harker

Gary Carlos Cervantes as Sheriff Fuller

Christopher Morley as Carl / Carlotta

Deep Roy as Toones

Randy Pelish as Pruitt

Ben Kronen as Hank

John A. Neris as Earl Bartlett

Al White as Carny Worker

Jeremy West as Lester

Gerry Black as Towny #2

Terri Hoyos as Towny #3

Elena Bertagnolli as Midget #1

Joe Gieb as Midget #2

Steven A. Lane as Carny Freak

Elizabeth Shé as Mary Lou

James E. Webb as Uglyman

Sheila Lane as No Middle Myrtle