Ellen Burstyn

as Lillian "Lil" Lambert

Walter Matthau

as Clifford Pepperman

Ryan Todd

as Jared Lambert

William Schallert

as Sheriff

Kathleen Garrett

as Darlene

Sherry Hursey

as Etta Crue

Richard Zobel

as Mitch

Jeanne Reynolds

as Laura Halstead

Tom McGraw

as Ray Halstead

Charles Matthau

Director