Peter Falk as Mikey

John Cassavetes as Nicky

Ned Beatty as Kinney

Rose Arrick as Annie

Carol Grace as Nellie

William Hickey as Sid Fine

Sanford Meisner as Dave Resnick

Joyce Van Patten as Jan

M. Emmet Walsh as Bus Driver

Sy Travers as Hotel Clerk

Peter R. Scoppa as Counter Man

Virginia Smith as Jan's Mother

Jean Shevlin as Lady on Bus

Danny Klein as Harry

Martin Wolfson as Candy Store Man

Eugene Hobgood as Mel

David Pendleton as Bar Patron

Will Gill Jr. as Bartender

Marilyn Randall as Shirley

Reuben Greene as Franklyn

Elaine May as Woman on TV (voice) (uncredited)