James Woods as Walter O'Brien
Nick Nolte as Father Harlan
Douglas Sebern as Mayor
Claire Forlani as Mrs. Hadfield
Kyle MacLachlan as Mr. Hope
Michele Hicks as Mrs. Hope
Duel Farnes as Irwin
Mark Polish as Willis O'Brien
Daryl Hannah as Flower Hercules
Graham Beckel as Marvin
Josh Barker as Matt
Peter Coyote as Eddie
Jon Gries as Arnold
Rick Overton as Rudolph
Robin Sachs as Cup of Tea
Ben Foster as Cod
Anthony Edwards as Happy
Mike J. Regan as Flaco
Mae Fassett as Ursula
Perry Hofferber as Mr. Pillsbury
Mark Twogood as Jigger
Marshall Bell as Mr. Stalling
Josh Olsen as Mr. Young
Julie MacAlister as Mrs. Young
Saralyn Sebern as Mrs. Stalling #1
Ginny Watts as Mrs. Stalling #2
Eli Akira Kaufman as Cookie
Steve Kramer as Radio Announcer (voice)
Clark Gregg as Mr. Hadfield

Directed by: Michael Polish
Written by: Mark Polish, Michael Polish

Executive producers: Janet Jensen, Damon Martin, Paul Mayersohn, Anthony Romano, Michel Shane, James Woods, Gil Amaral, Barbara A. Jones, Bruce E. Jones
Producers: Mark Polish, Michael Polish, Tood King, Jon Gries, Paul Torok, Jonathan Sheldon, Chad Troutwine

Original music: Stuart Matthewman
Cinematography: M. David Mullen
Film editing: Leo Trombetta
Production design: Del Polish, Ichelle Spitzig
Art direction: David Storm
Set decoration: Erin Smith
Costume designer: Danny Glicker
Production management: Brigitte Mueller