Timothy Hutton as Mike Shea / Elmo Barnett

Kelly McGillis as Annie Packert / Ally Chandler

Maureen Stapleton as Aunt Lisa

Ann Wedgeworth as Annette Shea

James Gammon as Steve Shea

Mare Winningham as Brenda Carlucci

Don Murray as Ben Chandler

Tim Daly as Tom Donnelly

David Rasche as Donald Summer

Amanda Plummer as Wiley Foxx

Willard E. Pugh as Guy Blanchard / Brian Dutton

Vyto Ruginis as Lyman McCray

Neil Young as Truck Driver

Tom Petty as Stanky

Ric Ocasek as Shark

Marj Dusay as Mrs. Packert

Raynold Gideon as Mr. Packert

Zack Finch as Billy Packert

Robert Knepper as Orrin

James Tolkan as Mr. Bjornstead

Gailard Sartain as Sam Morrell

John Considine as Angel

Elliot Rabinowitz as Woody - Talent Coordinator

Tom Robbins as Mario the Toymaker

Debra Dusay as Miss Barnett

Patricia J. Earnest as Mrs. Burwell

Leon Martell as Reginald - T.V. Interviewer

Dave Michaels as T.V. Interviewer

Billi Jo Rucker as T.V. Interviewer

Paul Sloan as Young Elmo

Larry Sloan as Uncle Gus

Lauren Hill as Young Ally

Ann Owens as Grandmother Chandler

Tom Walls as C.C. Stank

Mark Isham as Zeus - Keyboards

Matraca Berg as Matraca

Matraca Berg as Matraca

Michele Graybeal as Pe We - Drums

Patrick O'Hearn as Titus White - Bass Player

Colin Chin as Colin - Guitar

Carol Veto as Studio Singer

Iris Farmer as Studio Singer

Theresa Hightower as Studio Singer

Robert Gould as Chandler Toy Co. Executive

Chester Clark as Chandler Toy Co. Executive

Elliott Street as Andy

Michael Klastorin as Murray

Meegan Lee Ochs as Ally's Assistant

Henry G. Sanders as Henry

David Bethany as Best Man at Chandler Wedding

Pete Munro as Tailor at Wedding Rehearsal

Johnny Popwell as Mr. Wainfield

Alveda King as Matron

Stuart Manne as Det. Caeser

Randy Cash as Gas Station Attendant

Christen Childers as Pam

Jim L. Gassman as Jr. Explorer

Jack Hager as Gambler

Jennifer Deer Johnson as Lynn

Dirk Blocker as Shorty

Irv Gorman as Soldier Rock Radelli

Rick West as Soldier Pace

Jon Kohler as Clio Awards Presenter

Danielle Aubuchon as Girl at Clios

Amy Van Nostrand as Girl at Clios

Kelly Wellman as Girl at Clios

Ed Yousefian as Nort Thorton

Denise Stephens as Department Store Clerk

Douglas A. Degrazzio as Religious Fanatic

Gladys Lavitan as Nurse - 1952

Kerry Lyn McKissick as TV Programmer

Sonya Maddox as Pat

John Rosenberg as Campus Friend

David Paradis as Columbia Student

Paul A. Simmons Jr. as Man on Curb

Daniel J. Vaganek as Engineer at Recording Studio

George Pappas as Engineer at Recording Studio

Kerrie Cullen as Mother at River

Carrie Paddock as Kid at River

Matthew Paddock as Kid at River

Debra Winger as Emmett Humbird

Ellen Barkin as Lucille (uncredited)

Dean DuBois as Ad Agency Partner (uncredited)