Tony Danza as Foster

Jessica Walter as Fiona

Stacey Nelkin as Cynthia

Danny DeVito as Lazlo

Merie Earle as Binocular Lady

Art Metrano as Joey

Frank Sivero as Bad Habit

Rick Hurst as Btandon

Howard Mann as Jules Cohen

Joseph Maher as Gridley

Leon Askin as Zebrewski

Jacquelyn Hyde as Zaida

Angus Duncan as Farley

Hamilton Mitchell as Marvin

Ruth Gillette as Marianne

Henry Charles as Ringmaster

Gene LeBell as Faraday

Luke Andreas as Carter

Roger Arroyo as Midget

Jay S. York as Strong Man

Beth Nufer as Elephant Girl

Sosimo Hernandez as Flugist

Andrea Bell as Clown

Mark Yerkes as Clown

Chris Bricker as Clown

John Daheim as Clown

Poppy Lagos as Sister

Marji Martin as Sister

Donna Ponterotto as Sister

D.J. Sullivan as Sister

Ted White as Goon

Bob Terhune as Goon

Manis as Main Monkey

Al Leong as Circus Performer (uncredited)