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- Jason Robards as Charles Halloway
- Jonathan Pryce as Mr. Dark
- Vidal Peterson as Will Halloway
- Shawn Carson as Jim Nightshade
- Ellen Geer as Mrs. Halloway
- Diane Ladd as Mrs. Nightshade
- Royal Dano as Tom Fury
- Pam Grier as the Dust Witch
- Mary Grace Canfield as Miss Foley
- Bruce M. Fischer as Mr. Cooger
- Arthur Hill as The Narrator