Jack Lemmon as Hildebrand Johnson

Walter Matthau as Walter Burns

Susan Sarandon as Peggy Grant

Vincent Gardenia as Sheriff

David Wayne as Roy Bensinger

Allen Garfield as Kruger

Austin Pendleton as Earl Williams

Charles Durning as Murphy

Herb Edelman as Schwartz

Martin Gabel as Dr. Max J. Eggelhofer

Harold Gould as Mayor

Cliff Osmond as Officer Jacobi

Dick O'Neill as McHugh

Jon Korkes as Rudy Keppler

Carol Burnett as Mollie Malloy

Paul Benedict as Plunkett

Allen Jenkins as Telegrapher

Barbara Davis as Myrtle

Biff Elliot as Police Dispatcher

Lou Frizzell as Endicott

Doro Merande as Jennie

Noam Pitlik as Wilson

Joshua Shelley as Cab Driver

John Furlong as Duffy

Leonard Bremen as Butch