Ryan O'Neal plays Russ Emery, a glib engineer who steals the heart of a fashion model named Sheila Blunden. She in turn leaves her jet setter fiance who turns out to be a psychotic who will not let go of Sheila that easily.

Ryan O'Neal
as Russ Emery

Lesley Ann Warren
as Sheila Blunden

Henry Jones
as Tom Blunden

Peter Haskell
as Leo Price

Carol Speed
as Secretary

Jeff Donnell
as Mary Blunden

Jack Mullaney
as Eddie

Stanley Adams
as Wally

Shannon Farnon
as Karen Roche

Ryan MacDonald
as Lieutenant Hank Robins (as Ryan McDonald)