* John Derek as Steve Bennett
* Shelly Winters as Cleo
* Telly Savalas as "Lefty"
* Dorothy Provine as Sheila
* Richard Conte as Tony
* Robert Loggia as Gino
* John Saxon as The Big Man
* Bruce Dern as Johnny
* L.Q. Jones as Charlie
It was a light-hearted, action-comedy film set on the island of Catalina.