Shawnee Smith as Meg Penny

Kevin Dillon as Brian Flagg

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 Woodley

Art LaFleur as Pharmacist / Mr. Penny

Ricky Paull Goldin as Scott Jeske

Robert Axelrod as Jennings

Bill Moseley as Soldier

Frank Collison as Hobbe

Erika Eleniak as Vicki De Soto

Teddy Vincent as Sally Jeffers

Clayton Landey as George Ruit

Julie McCullough as Susie

Jamison Newlander as Anthony

Pons Maar as Theatre Manager

Michael Kenworthy as Kevin Penny

Jack Nance as Doctor

Margaret Smith as Nurse

Don Brunner as White Suit #1 / Scientist

Jacquelyn Masche as White Suit #2

Charlie Spradling as Co-Eds

Noble Craig as Puddle Soldier

Rick Avery as Soldier With Cracked Faceplate

Michael Lindström as Movie Patron