Scatman Crothers
as Ralston
Ray Walston
as Mr. Whitney
Jill Clayburgh
as Hilly
Richard Kiel
as Reace
Clifton James
as Sheriff Chauncey
Richard Pryor
as Grover
Stefan Gierasch
as Professor Schreiner & Johnson
Lucille Benson
as Rita Babtree
Len Birman
as Chief
Valerie Curtin
as Plain Jane
Jack Mather
as Conductor