Burt Reynolds

as Michael Oliver Pritchard III

Cybill Shepherd

as Brooke Carter

Madeline Kahn

as Kitty O'Kelly (Kathy Krumm)

Duilio Del Prete

as Johnny Spanish (Giovanni Spagnoli)

Eileen Brennan

as Elizabeth

John Hillerman

as Rodney James

Mildred Natwick

as Mabel Pritchard

Quinn K. Redeker

as Kitty's Boyfriend