Keith Carradine as Lt. Elmo Zumwalt III

Karl Malden as Elmo Zumwalt Jr.

Margaret Klenck as Kathy

Michael Horton as Geoff

Dirk Blocker as Billy

Mack Dryden as Whiting

Tim Choate as Harvey

Jenny Lewis as Maya

Billy L. Sullivan as Russell

Grace Zabriskie as Mouza

Larry Larson as Jim

Marilyn Martin as Mouzetta

Sandra Will as Ann

Libby Whittemore as Sandi

John Ziomek as Young Elmo Zumwalt Jr.

Etan Boritzer as Ken

Kathy Cadin as Alice

Dan Albright as Dr. Mike

Lonnie R. Smith Jr. as Officer

Phillip R. Allen as Lt. Kerr