Walter Matthau as Sorrowful Jones

Julie Andrews as Amanda

Tony Curtis as Blackie

Bob Newhart as Regret

Lee Grant as The Judge

Brian Dennehy as Herbie

Kenneth McMillan as Brannigan

Andrew Rubin as Carter

Tom Pedi as Vittorio

Jacquelyn Hyde as Lola

Jessica Rains as Clerk

Wynn Irwin as Mr. Adams

Sara Stimson as The Kid

Joshua Shelley as Benny

Randy Herman as Fleabag Hotel Clerk

Nedra Volz as Mrs. Clancy

Jack Mullaney as Casino Pit Boss

Ralph Manza as Casino Worker

Jack DeLeon as Building Superintendent

Don Bexley as Sam

John Finnegan as Casino Clerk

Leonard Bremen as Big Max