| Cast list | | Sergei Goncharoff | as | Tom | | Ross Hagen | as | Fred | | Hoke Howell | as | Cashier | | Nancy Kwan | as | Joni Mitchell | | Tony Lorea | as | Dad | | Norbert Meisel | as | Hatter | | Bernie Pock | as | Jeremy Duff (as Bernard Pock) | | Fred Olen Ray | as | Ratty | | Amber Tamblyn | as | Deb | | Russ Tamblyn | as | Old Guy |
| | Crew list: | | Bernie Pock (Director) | | Bernie Pock (Writer) |
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