Robert Factor as Willis

Martha Quinn as Lisa Cummings

Aaron Lustig as Vernon Locknut

Michael Huddleston as Corky

Roumel Reaux as Flip Humble

Paul Hipp as Dan O'Dare

Rodney Ueno as Moon

Sonny Carl Davis as Peanut

Charlie Spradling as Cookie

Victor Rogers as Sheriff Hickman

Michael Deak as Cosmo

Ian Patrick Williams as Dr. Payne

Melissa Behr as Nurse Ginger

Tim Thomerson as Dollman