James Caan as John Baggs Jr.

Marsha Mason as Maggie Paul

Kirk Calloway as Doug

Eli Wallach as Lynn Forshay

Burt Young as Master at Arms

Bruno Kirby as Alcott (as Bruce Kirby Jr.)

Allyn Ann McLerie as Miss Watkins

Dabney Coleman as Executive Officer

Fred Sadoff as Dr. Osgood

Allan Arbus as Drunken Sailor

Jon Korkes as Dental Corpsman

Don Calfa as Lewis

Ted D'Arms as Cook

Sally Kirkland as Fleet Chick

Diane Schenker as Nurse

James Bigham as Seaman #1

Wayne Hudgins as Seaman #2

Rita Joelson Chidester as Wave

Knight Landesman as Yeoman

Paul Jackson as Sam

Chris F. Prebezac as Young Sailor

Sara Jackson as Woman

James De Closs as Sailor

Niles Brewster as Paymaster

Jonathan Estrin as Officer

John Kauffman as Sailor

Mark Rydell as Gutteral Mischief (as Marty Augustine)

David Proval as Sailor #1

Christopher Rydell as Boy Fishing

Jon Locke as Go-Go Club Owner (as Joe Locke)

Frank Griffin as Obstetrician (as Frank H. Griffin Jr.)

Clayton Corzatte as Doctor

Spike Africa as Hot Dog Beggar (uncredited)

Robert Emmet Lunney as Marine Guard (uncredited)

Katherine Wilson as Dance Hall Girl (uncredited)