- Martin Sheen as Kit
- Sissy Spacek as Holly
- Warren Oates as Father
- Ramon Bieri as Cato
- Alan Vint as Deputy (Tom)
- Gary Littlejohn as Sheriff
- John Carter as Rich Man
- Bryan Montgomery as Boy
- Gail Threlkeld as Girl
- Charley Fitzpatrick as Clerk
- Howard Ragsdale as Boss
- John Womack, Jr. as Trooper
- Dona Baldwin as Maid
- Ben Bravo as Gas Attendant
Director Terrence Malick makes a cameo as the man at the rich man's door, while Sheen's sons – Charlie Sheen and Emilio Estevez – appear briefly as two boys sitting under a lamppost outside Holly's house.
