Ben Vereen
as O'Connor Flood
Cliff Gorman
as Davis Newman
Max Wright
as Joshua Penn
Kathryn Doby
as Kathryn
Keith Gordon
as Young Joe
Ann Reinking
as Kate Jagger
Leland Palmer
as Audrey Paris
Erzsebet Foldi
as Michelle Gideon
Michael Tolan
as Dr. Ballinger
William La Messena
as Jonesy Hecht
Deborah Geffner
as Victoria
Anthony Holland
as Paul Dann
Robert Hitt
as Ted Christopher
David Margulies
as Larry Goldie
Sue Paul
as Stacy