Sid Haig
as Captain Spaulding
Bill Moseley
as Otis
Sheri Moon
as Baby Firefly
Karen Black
as Mother Firefly
Chris Hardwick
as Jerry
Jennifer Jostyn
as Mary
William H. Bassett
Jeanne Carmen
Erin Daniels
as Denise
Tom Towles
as Lieutenant George Wydell
Dennis Fimple
as Dr. Satan
Harrison Young
as Don Willis
Irwin Keyes
as Ravelli
Michael Pollard
as Stucky
Joe Dobbs III
as Gerry Ober