Walter Matthau as Lloyd Bourdelle

Alexis Smith as Sarah Blue

Robert Webber as Mike Marsh

Murray Hamilton as Tom Patterson

Whit Bissell as Dr. Williamson

Justin Buford as Kid

Andrew Rubin as Buddy Bourdelle

Susan Myers as Kelly Marsh

Michael Hershewe as Casey Bourdelle

Harry Caesar as Calvin Lebec

Joel Fluellen as Jimmy Judson

Steve Burns as Randy Bourdelle

William Thomas as Jockey