Beverly D'Angelo as Henbane

Bernadette Peters as Sleeping Beauty / Princess Debbie

Christopher Reeve as Prince Charming / 'My Son, the Prince'

René Auberjonois as King Boris

George Dzundza as The Woodsman

Carol Kane as The Good Fairy

Sally Kellerman as Queen Natasha / Queen Farrah

Richard Libertini as King Murray

Ron Rifkin as The Squire

Carol Smith as Yellow Fairy

Maysie Hoy as Red Fairy

Lynne Scott as Purple Fairy

Gene Varrone as Green Fairy

Lynn Tufeld as Orange Fairy

Shelley Duvall as Self - Host (uncredited)