Charles Durning as Spermwhale Whalen

Louis Gossett Jr. as Calvin Motts

Perry King as Baxter Slate

Clyde Kusatsu as Francis Tanaguchi

Stephen Macht as Spencer Van Moot

Tim McIntire as Roscoe Rules

Randy Quaid as Dean Proust

Chuck Sacci as 'Father' Sartino

Don Stroud as Sam Lyles

James Woods as Harold Bloomguard

Burt Young as Scuzzi

Cheryl Smith as Tammy

Claire Brennen as Carolina Moon

Bob Minor as Hod carrier 2

Dimitri Logothetis as Card Player

John Steadman as Odello

Susanne Zenor as Blonde

Robert Webber as Deputy Chief Riggs

Jeannie Bell as Fanny Forbes

Charles Haid as Nick Yanov

Blair Brown as Kimberly Lyles

Michele Carey as Ora Lee Tingle

Barbara Rhoades as No Balls Hadley

Jim Davis as Drobeck

Phyllis Davis as Foxy

George DiCenzo as Lt. Grimsley

David Spielberg as Finque

Vic Tayback as Zoony

Susan Batson as Sabrina

Dick Ziker as Policeman

James Winburn as Policeman

Lomax Study as Businessman

Gene Chronopoulos as Card Player

Dianne Oyama Dixon as Carrier 1's Wife (as Dianne O. Dixon)

Loni Kaye Harkless as Secretary

Louise Lorimer as Fox

Maria O'Brien as Carrier 2's Wife

Maile Souza as Sheila

Ta-Tanisha as Melissa

Hatsuo Uda as Soldier

Bill Walker as Tilden

Ben Young as Vice Officer

Alex Brown as Policeman

Howard Curtis as Policeman

Gary Davis as Policeman

Jon K. Greene as Policeman

James M. Halty as Policeman

James Kingsley as Policeman

John McKee as Policeman

Joe Kapp as Hod Carrier

Jack DeLeon as Quigley

Michael MacKenzie Wills as Blaney (as Michael Wills)

John Philip Dayton as Young Boy (uncredited)

Russ Grieve as John (uncredited)