Kirk Douglas as Howard Nightingale

Bruce Dern as Jack Strawhorn

Bo Hopkins as Wesley

James Stacy as Harold Hellman

Luke Askew as Krag

David Canary as Pensteman

Alfonso Arau as Pepe

Katherine Woodville as Mrs. Cooper

Mark Roberts as Mr. Cooper

Beth Brickell as Carla Ross

Dick O'Neill as Wiley

William H. Burton Jr. as McCanless

Louie Elias as Rains

Gus Greymountain as Reyno

Allan Warnick as Telegrapher

Roger Behrstock as Buwalda

Jess Riggle as Hunsinger

Stephanie Steele as Amy

Melody Thomas Scott as Laurie

Dick Armstrong as Shanty Principal

Larry Finley as Shanty Principal

Pat Tobin as Shanty Principal