Timothy Hutton

as Mike Shea / Elmo Barnett

Kelly McGillis

as Annie Packert / Ally Chandler

Maureen Stapleton

as Aunt Lisa

Ann Wedgeworth

as Annette Shea

James Gammon

as Steve Shea

Mare Winningham

as Brenda Carlucci

Don Murray

as Ben Chandler

Tim Daly

as Tom Donnelly

David Rasche

as Donald Summer

Amanda Plummer

as Wiley Foxx

Willard E. Pugh

as Guy Blanchard / Brian Dutton

Vyto Ruginis

as Lyman McCray

Neil Young

as Truck Driver

Tom Petty

as Stanky

Ric Ocasek

as Shark

Marj Dusay

as Mrs. Packert

Raynold Gideon

as Mr. Packert

Zack Finch

as Billy Packert

Robert Knepper

as Orrin

James Tolkan

as Mr. Bjornstead

Gailard Sartain

as Sam Morrell

John Considine

as Angel

Elliot Rabinowitz

as Woody - Talent Coordinator

Tom Robbins

as Mario the Toymaker

Debra Dusay

as Miss Barnett

Patricia J. Earnest

as Mrs. Burwell

Leon Martell

as Reginald - T.V. Interviewer

Dave Michaels

as T.V. Interviewer

Billi Jo Rucker

as T.V. Interviewer

Paul Sloan

as Young Elmo

Larry Sloan

as Uncle Gus

Lauren Hill

as Young Ally

Ann Owens

as Grandmother Chandler

Tom Walls

as C.C. Stank

Mark Isham

as Zeus - Keyboards

Matraca Berg

as Matraca

Matraca Berg

as Matraca

Michele Graybeal

as Pe We - Drums

Patrick O'Hearn

as Titus White - Bass Player

Colin Chin

as Colin - Guitar

Carol Veto

as Studio Singer

Iris Farmer

as Studio Singer

Theresa Hightower

as Studio Singer

Robert Gould

as Chandler Toy Co. Executive

Chester Clark

as Chandler Toy Co. Executive

Elliott Street

as Andy

Michael Klastorin

as Murray

Meegan Lee Ochs

as Ally's Assistant

Henry G. Sanders

as Henry

David Bethany

as Best Man at Chandler Wedding

Pete Munro

as Tailor at Wedding Rehearsal

Johnny Popwell

as Mr. Wainfield

Alveda King

as Matron

Stuart Manne

as Det. Caeser

Randy Cash

as Gas Station Attendant

Christen Childers

as Pam

Jim L. Gassman

as Jr. Explorer

Jack Hager

as Gambler

Jennifer Deer Johnson

as Lynn

Dirk Blocker

as Shorty

Irv Gorman

as Soldier Rock Radelli

Rick West

as Soldier Pace

Jon Kohler

as Clio Awards Presenter

Danielle Aubuchon

as Girl at Clios

Amy Van Nostrand

as Girl at Clios

Kelly Wellman

as Girl at Clios

Ed Yousefian

as Nort Thorton

Denise Stephens

as Department Store Clerk

Douglas A. Degrazzio

as Religious Fanatic

Gladys Lavitan

as Nurse - 1952

Kerry Lyn McKissick

as TV Programmer

Sonya Maddox

as Pat

John Rosenberg

as Campus Friend

David Paradis

as Columbia Student

Paul A. Simmons Jr.

as Man on Curb

Daniel J. Vaganek

as Engineer at Recording Studio

George Pappas

as Engineer at Recording Studio

Kerrie Cullen

as Mother at River

Carrie Paddock

as Kid at River

Matthew Paddock

as Kid at River

Debra Winger

as Emmett Humbird

Ellen Barkin

as Lucille (uncredited)

Dean DuBois

as Ad Agency Partner (uncredited)