•
Piper Laurie – Dolly Talbo, a gentle eccentric and Verena's sister •
Sissy Spacek – Verena Talbo, a domineering entrepreneur with most of the town in her pocket, and Dolly's sister •
Edward Furlong – Collin Fenwick, an orphan sent to live with Dolly and Verena •
Nell Carter – Catherine Creek, a quick-witted hired housekeeper and Dolly's friend •
Walter Matthau – Judge Charlie Cool, a former judge attempting to find meaning in his retirement years, and Dolly's love interest •
Roddy McDowall – Amos Legrand, the effeminate town barber and gossip •
Jack Lemmon – Dr. Morris Ritz, a confidence man who charms Verena •
Mary Steenburgen – Sister Ida, a good-hearted traveling evangelist •
Sean Patrick Flanery – Riley Henderson, Collin's friend and eventual competitor for the affections of Maude •
Joe Don Baker – Junius Candle, the town sheriff •
Scott Wilson – Eugene Fenwick, Collin's father, who leaves him with Dolly and Verena after the death of his wife •
Mia Kirshner – Maude Riordan, Collin's "love interest" •
Charles Durning – Reverend Buster •
Bonnie Bartlett – Mrs. Buster •
Doris Roberts – Mrs. Richards •
Ray McKinnon – Charlie Cool, Jr. ==Production==