Timothy Bottoms
as Sonny Crawford

Cybill Shepherd
as Jacy Farrow

Jeff Bridges
as Duane Jackson

Cloris Leachman
as Ruth Popper

Ellen Burstyn
as Lois Farrow

Ben Johnson
as Sam the Lion

Randy Quaid
as Lester Marlow

Clu Gulager
as Abilene

Eileen Brennan
as Genevieve

Sam Bottoms
as Billy

Sharon Ullrick
as Charlene Duggs

Bill Thurman
as Coach Popper

Jessie Lee Fulton
as Miss Mosey

Helena Humann
as Jimmie Sue

Barc Doyle
as Joe Bob Blanton

Gary Brockette
as Bobby Sheen

John Hillerman
as English teacher

Joe Heathcock
as Sheriff

Kimberly Hyde
as Annie-Annie Martin

Noble Willingham
as Chester

Janice O'Malley
as Mrs. Clarg

Grover Lewis
as Sonny's father

Peter Bogdanovich
as DJ (voice) (uncredited)

Loyd Catlett
as Leroy

Robert Glenn
as Gene Farrow

Floyd Mahaney
as Oklahoma Patrolman

Joye Hash
as Mrs. Jackson

Gordon Hurst
as Monroe

Charles Seybert
as Andy Fanner

Frank Marshall
as Tommy Logan

Tom Martin
as Larry

Stuart Spates
as Roughneck in Truck (uncredited)

Marjorie Jay
as Winnie Snips

Pamela Keller
as Jackie Lee French

Mike Hosford
as Johnny

Faye Jordan
as Nurse

Rebecca Ulrick
as Marlene

Merrill Shepherd
as Agnes

Buddy Wood
as Bud

Kenny Wood
as Ken

Leon Brown
as Cowboy in Cafe

Bobby McGriff
as Truck Driver

Jack Mueller
as Oil Pumper

Robert Arnold
as Brother Blanton

Otis Elmore
as 1st Mechanic

Charles Salmon
as Roughneck Driver

George Gaulden
as Cowboy

Will Morris Hannis
as Gas Station Man