Walter Matthau

as Willy Clark

George Burns

as Al Lewis

Richard Benjamin

as Ben Clark

Lee Meredith

as Nurse in Sketch (Miss McIntosh)

Carol Arthur

as Mrs. Doris Green, Al's Daughter

Rosetta LeNoire

as Odessa, Willy's Nurse

F. Murray Abraham

as Mechanic

Howard Hesseman

as Mr. Walsh, Commerical Director