Stockard Channing as Freddie Bigard

Jack Nicholson as Oscar 'Dix' Sullivan

Warren Beatty as Nicky Wilson

Florence Stanley as Mrs. Gould

Ian Wolfe as Justice of the Peace

Rose Michtom as Wife of Justice of the Peace

Brian Avery as Airline Steward

Dub Taylor as Rattlesnake Tom

Catlin Adams as Girl Lover

Christopher Guest as Boy Lover

Scatman Crothers as Fisherman

Tom Newman as John the Barber

Jim Antonio as 1st Policeman

Vic Vallaro as 2nd Policeman

Richard B. Shull as Chief Detective Sergeant Jack Power

Kathryn Grody as Police Secretary

John Fiedler as Photographer

George Roberts as Officer

Jerry Trent as Dancer (uncredited)

Joe Tornatore as Detective

Harry Dean Stanton as Prisoner in Holding Cell (uncredited)