Gene Wilder

as George Caldwell

Jill Clayburgh

as Hildegard 'Hilly' Burns

Richard Pryor

as Grover Muldoon

Patrick McGoohan

as Roger Devereau

Ned Beatty

as Bob Sweet

Clifton James

as Sheriff Chauncey

Ray Walston

as Mr. Edgar Whiney

Stefan Gierasch

as Professor Schreiner & Johnson