Willie Nelson as Doc Jenkins

Kris Kristofferson as Blackie Buck

Melinda Dillon as Honey Carder

Rip Torn as Dino McLeish

Lesley Ann Warren as Gilda

Mickey Raphael as Arly / Harmonica (Gilda's Band)

Rhonda Dotson as Corkie

Richard C. Sarafian as Rodeo Rocky

Robert Gould as Ralph

Sage Parker as Pattie McLeish

Shannon Wilcox as Anita

Jeff MacKay as Hogan

Gailard Sartain as Mulreaux

Stephen Bruton as Sam / Roarers Band

Glen Clark as Paul / Roarers Band

Cleve Dupin as Road Manager

B.C. Cooper as Cooper

Poodie Locke as Purvis

Joe Keyes as Eddie

Amanda Bishop as Daughter #1

Kristin Renfro as Daughter #2

Sammy Allred as Disc Jockey

William Boyd as Blind Tommy's Brother

Steven Fromholz as Engineer

Johnny Gimble as Fiddle Player

Eloise DeJoria as Girl on Bus

Kate Cadenhead as Groupie

Chase Masterson as Little Girl in Bed

Joe Gallien as Electronics Engineer

Gates Moore as First Concert Hall Manager

Larry Gorham as Concert Hall Manager

Jackie King as Guitar Player

Catherine Molloy as Doc's Girlfriend

Bobby Rambo as Party Guest

Michael Reesburg as Roarer Roadie

John Shaw as Cashier

Pete Stauber as Vacuum Cleaner Salesman

Larry Trader as Golf Roadie

Priscilla Dougherty as Incredulous Woman

Bobbie Nelson as Piano (Gilda's Band)

Paul English as Drums (Gilda's Band)

Bee Spears as Bass (Gilda's Band)

Jody Payne as Guitar (Gilda's Band)

Grady Martin as Guitar (Gilda's Band)

Booker T. Jones as Keyboard (Gilda's Band)

Billy Swan as Roarers Band

Donnie Fritts as Roarers Band

Sammy Creason as Roarers Band

Tommy McClure as Roarers Band

Brad Baker as Bar Patron (uncredited)

Cara Giallanza as Girl at Party (uncredited)

Titos Menchaca as Bodyguard (uncredited)

Angela Duffy Peace as Honey's 4-Year-Old (uncredited)

John Edwin Shaw as Manager (uncredited)

Tommy Tomlinson as Cab Driver (uncredited)

J. David Wayne as Stagehand (uncredited)