Helen Mirren as Princess Emilia

Pam Dawber as Pearl

Treat Williams as Prince Andrew

Karen Black as Sea Witch

Brian Dennehy as King Neptune (Narrator) (voice)

Shelley Duvall as Self - Host

Donna McKechnie as Anemone

Laraine Newman as Coral

Guy Boyd as The Captain

Geoff Hoyle as First Mate

Carinthia West as Charlotte

Shawn Erler as Boy on the Beach

John Achorn as Sailor (uncredited)

Patrick DeSantis as Sailor (uncredited)