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- Paul Reubens as Pee-wee Herman
- Kris Kristofferson as Mace Montana
- Susan Tyrrell as Midge Montana
- Valeria Golino as Gina Piccolapupula
- Penelope Ann Miller as Winnie Johnson
- Albert Henderson as Mr. Ryan
- Wayne White as Vance the Pig
- Frances Bay as Mrs. Haynes
- Mary Jackson as Mrs. Dill
- Kenneth Tobey as Sheriff
- Frances Columbu as Otto the Strongman
- Terrence Mann as Snowball the Clown
- Matthias Hues as Oscar the Lion Tamer
- Benicio del Toro as Duke the Dog-Faced Boy
- Lynne Marie Stewart as Zelda the Bearded Lady
- Vance Colvig as Clownie
- John Sherrod as Del the Human Cannonball
- Joseph Arias as Shim the Half-Man Half-Woman