Kevin Dillon as Brian Flagg

Shawnee Smith as Meg Penny

Donovan Leitch as Paul Taylor

Jeffrey DeMunn as Sheriff Herb Geller

Candy Clark as Fran Hewitt

Joe Seneca as Dr. Meddows

Del Close as Reverend Meeker

Paul McCrane as Deputy Bill Briggs

Sharon Spelman as Mrs. Penny

Beau Billingslea as Moss Woolsey

Art LaFleur as Pharmacist / Mr. Penny

Ricky Paull Goldin as Scott Jeskey

Billy Beck as The Can Man

Michael Kenworthy as Kevin Penny

Douglas Emerson as Eddie Beckner

Margaret Smith as Nurse

Jack Nance as Doctor

Charlene Fox as Woman in Doctor's Office

Erika Eleniak as Vicki De Soto

Clayton Landey as George Ruiz

Teddy Vincent as Sally Jeffers

Don Brunner as White Suit #1 / Scientist

Jacquelyn Masche as White Suit #2

Jack Rader as Col. Hargis

Julie McCullough as Susie

Daryl Marsh as Lance

Wade Mayer as Movie Patron

Jamison Newlander as Anthony

Frank Collison as Phil Hobbs—Projectionist

Pons Maar as Theatre Manager

Judith Flanagan as Eddie's Mother

Richard Anthony Crenna as Soldier Outside Town Hall

Charlie Spradling as Co-Ed

Kristen Aldrich as Co-Ed

Robert Axelrod as Jennings

M. James Arnett as Radio Man

Peter Crombie as Soldier at Command Post

Rick Avery as Soldier with Cracked Faceplate

David Weininger as Soldier #1

Moss Porter as Sergeant

Bill Moseley as Soldier #2

Jennifer Lincoln as Young Woman in Town Hall

Noble Craig as Puddle Soldier

Portia Griffin as Gospel Singer

Opelene Bartley as Old Woman in Tent

Chuck Russell as Movie Patron (uncredited)

Michael Lindström as Movie Patron (uncredited)