- Steve Sherman as Barney
- Samantha (Sam) Blake/Mimi as Tosha
- Leena as Kathy
- Felicienne Courbeau as Min
- Joseph Bergner as Shawn
- Harry Gorman as Riff
- Maurice Chevalier as Jason (from TV Series)
- Bertram Chalmers as BJ
- Mrs. Chalmers as Luci
- Stewardess as Baby Bop
- Frenchman at Restaurant as Michael
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