Steve Guttenberg as Carey Mahoney

Kim Cattrall as Karen Thompson

G.W. Bailey as Lieutenant Harris

Bubba Smith as Moses Hightower

Donovan Scott as Leslie Barbara

George Gaynes as Commandant Lassard

Andrew Rubin as George Martin

David Graf as Tackleberry

Leslie Easterbrook as Sergeant Callahan

Michael Winslow as Larvell Jones

Debralee Scott as Mrs. Fackler

Bruce Mahler as Doug Fackler

Ted Ross as Captain Reed

Scott Thomson as Chad Copeland

Brant von Hoffman as Kyle Blankes

Marion Ramsey as Laverne Hooks

Georgina Spelvin as Hooker

Doug Lennox as Main Bad Guy

George R. Robertson as Chief Hurst

Don Lake as Mr. Wig

Bill Lynn as Parking Lot Manager

Michael J. Reynolds as Office Executive

Joyce Gordon as Mrs. Thompson

Don Payne as Barber

Bruce McFee as Supply Clerk

Beth Amos as Little Old Lady

Araby Lockhart as Mrs. Lassard

Barry Greene as Cadet with Hat

Gary Farmer as Sidewalk Store Owner

Josef Field as Blue Oyster Dancer

Gary Colwell as Blue Oyster Dancer

James Bearden as Driver

Fred Brigham as Street Punk

Marco Bianco as Tough

Ted Hanlan as Tough

F. Braun McAsh as Tough

Rob Watson as Tough

Roger Dunn as Booking Sergeant

Vladimir Bondarenko as Officer

J. Winston Carroll as Officer

David Clement as Officer

George E. Zeeman as Officer

Gino Marrocco as Arresting Cop

Gene Mack as Street Thug

Bob Collins as Drill Instructor

Danny Pawlick as Pool Hall Man

Ruth Sisberg as Mayor

Peter Cox as Bar Patron

Danny Lima as Bar Patron

Dwayne McLean as Bar Patron

Brent Meyer as Bar Patron

Carole Alderson as Martin's Lady

Suzanne Barker as Martin's Lady

Kimberley Boorman as Martin's Lady

Jayne Broughton as Martin's Lady

Julie McLeod as Martin's Lady

Karen Robyn as Martin's Lady

James D. Brown as Hippie Recruit with Sunglasses (uncredited)

Charles W. Gray as Weird Waiter (uncredited)

John Hawkes as Driver of Teskey Truck (uncredited)

Kay Hawtrey as Surprise Party Lady (uncredited)

Wink Roberts as Rope Climbing Cadet in Gym (uncredited)

Dar Robinson as Menacing Thug in Plaid (uncredited)

T.J. Scott as Tough (uncredited)

Hugh Wilson as Angry Driver (uncredited)

John Sampson as Prisoner (uncredited)