Burt Lancaster as Mike Rettig

Deborah Kerr as Elizabeth Brandon

Gene Hackman as Joe Browdy

Scott Wilson as Malcolm Webson

Sheree North as Waitress

Bonnie Bedelia as Annie Burke

William Windom as John Brandon

Carl Reindel as Pilot

Ford Rainey as Stand Owner

John Napier as Dick Donford

Wendell Burton as Man in Strip Club Ordering a Drink (uncredited)

Thom Conroy as Band Leader (uncredited)

Patty Plenty as Topless Dancer (uncredited)

Amzie Strickland as Women's Club Member (uncredited)

Bill Zuckert as Magistrate (uncredited)