Barbara Hershey as Jane Margaret ("J.M.") Halstead

Art Carney as Charlie Pickett

Robert Hays as Frank Macklin

David Keith as Harry Meade

Tim Thomerson as Ray Binkowski

Martin Mull as Dick Ebersol

Eddie Albert as Samuel Ellison

Penelope Milford as Lenore Meade

Charlie Rich as William Hooker

David Allan Coe as Mooney

Lacy J. Dalton as Mooney's Wife

Royal Dano as Beeber

Bruce M. Fischer as Jimmy

Virgil Frye as Cleach

James Karen as Loomis

Suzanne Kent as Charmaine

Len Lesser as Roach

George Lindsey as Man at Gas Station

Johnny Paycheck as Man with Hamburgers

Joan Prather as Madelyn

Brenda Siemer Scheider as Ellison's Secretary

Brad Waller as Dugan