- Elliott Gould as Ralph Burger
- Susan Sarandon as Terry Nichols
- Beatrice Arthur as Grandma Dorothy Nichols
- Madolyn Smith as Amy Hotaling
- Gerald Hiken as Mr. Hotaling
- James Cromwell as Al Craven
- John Henry Faulk as Mr. Burger
- Cloris Leachman as Marion
- Ruth Gordon as Mrs. Fitzgerald