Charlie Bartlett is a retired railroad worker whose dream of crossing the country in a hot air balloon is encouraged by his grandson Morris O'Neill, who decides to go along for the ride despite the misgivings of his widowed mother whose plans to remarry have left him disenchanted.
| Actor | Role |
|---|---|
 Jack AlbertsonCharlie Bartlett | Charlie Bartlett |
 Adrienne BarbeauSusan O'Neill | Susan O'Neill |
 John ReillyWes Cummings | Wes Cummings |
 Slim PickensBen Khlover | Ben Khlover |
 William BogertAlfred Lawson | Alfred Lawson |
 Pat CooperUncle Mike | Uncle Mike |
 Bert FreedCarlo | Carlo |
 Anne SeymourMrs. Lawson | Mrs. Lawson |
 William SadlerJoey | Joey |
 Moosie DrierMorris O'Neill | Morris O'Neill |
 Laurence HaddonSam Spade | Sam Spade |
 Jack KnightPolice Sergeant | Police Sergeant |
 Morgan FarleyFraiser (as Morgan Farlay) | Fraiser (as Morgan Farlay) |
 Robert LussierClerk | Clerk |
 Stack PierceLucas | Lucas |
 Jack CollinsSgt. Squire | Sgt. Squire |
| EEdward AnsaraGardener | Gardener |
| IIrvin Mosley Jr.Morgan (as Irvin Mosley) | Morgan (as Irvin Mosley) |
| JJack O'LearyGrant | Grant |
| CClaude TraverseMallox | Mallox |
 Angela AamesGangster's Moll (uncredited) | Gangster's Moll (uncredited) |
| LLuther FearDeputy Sheriff (uncredited) | Deputy Sheriff (uncredited) |
 Jeffrey Paul MorganTrucker (uncredited) | Trucker (uncredited) |