Jack Lemmon as Don Gallagher

Lee Grant as Karen Wallace

Brenda Vaccaro as Eve Clayton

Joseph Cotten as Nicholas St. Downs III

Olivia de Havilland as Emily Livingston

Darren McGavin as Stan Buchek

Christopher Lee as Martin Wallace

George Kennedy as Joe Patroni

James Stewart as Philip Stevens

Maidie Norman as Dorothy

Pamela Bellwood as Lisa

Anthony Battaglia as Benjy

Kathleen Quinlan as Julie

Arlene Golonka as Mrs. Stern

Elizabeth Cheshire as Bonnie Stern

M. Emmet Walsh as Dr. Williams

Gil Gerard as Frank Powers

James Booth as Ralph Crawford

George Furth as Gerald Lucas

Peter Fox as Tommy Norris

Robert Foxworth as Chambers

Monte Markham as Banker

Monica Lewis as Anne

Robert Hooks as Eddie

Tom Sullivan as Steve

Dar Robinson as Larry

Michael Pataki as Wilson

Ross Bickell as Johnson

Michael Richardson as Walker

Tom Rosqui as Hunter

Richard Venture as Commander Guay

Arthur Adams as Commander Reed

Charles Macaulay as Admiral Corrigan

John Kerry as Lieutenant Commander

Paul Tuerpe as Officer of the Deck

John Clavin as FAA Supervisor

Jimmie Ray Weeks as Pilot

Ted Chapman as Chef

Nancy Burnett as Radar Room Controller

Chuck Hayward as Passenger

M. James Arnett as Passenger

Ron Burke as Passenger

Jo De Winter as Passenger

George S. Whiteman as Passenger

Jean Coulter as Passenger

Janet Brady as Passenger

Charlotte Lord as Stewardess #2

Beverly Gill as Stewardess #3

Chris Lemmon as Radioman

William Whitaker as Radioman

Bill Jelliffe as Controller #1

Rickie Sorensen as Controller #2

Peter Greene as Frogman #1

Asa Teeter as Frogman #2