Paul Walker as Phil Deedle

John Ashton as Capt. Douglas Pine

Dennis Hopper as Frank Slater

Eric Braeden as Elton Deedle

Richard Lineback as Crabbe

Robert Englund as Nemo

M.C. Gainey as Major Flower

Steve Van Wormer as Stew Deedle

A. J. Langer as Lt. Jesse Ryan

Ana Gasteyer as Mel

Megan Cavanagh as Mo

Hattie Winston as Jo-Claire

Bart the Bear as Bear

Joseph the Lion as Circus Lion (uncredited)

Tai the Elephant as Elephant (uncredited)