Tom Berenger ... Rex O'Herlihan
G.W. Bailey ... Peter
Marilu Henner ... Miss Tracy
Andy Griffith ... Colonel Ticonderoga
Fernando Rey ... Railroad Colonel
Sela Ward ... Colonel's Daughter
Brant von Hoffman ... Jim (as Brant Van Hoffman)
Christopher Malcolm ... Jud
Jim Carter ... Blackie
Paul Maxwell ... Sheepherder No.1
Manuel Pereiro ... Sheepherder No.2
Margarita Calahorra ... Sheepherder's Wife
Billy J. Mitchell ... Town Doctor
John Orchard ... Town Sheriff
Emilio Linder ... Sheepherder in Saloon
Alan Larson ... Bartender
Thomas Abbott ... Saloon Owner (as Thomas Abbot)
Elmer Modling ... Real Estate Broker (as Elmer Modlin)
Juan Miguel Manrique ... Town Boy
Dennis Vaughan ... Minister
Patrick Wayne ... Bob Barber
Charly Bravo ... (uncredited)
Hugh Wilson ... Complaining John (uncredited)

While the audience watches a black and white horse opera, a narrator's voice wonders what such a movie would be like today. Rex O'Herlehan, The Singing Cowboy, finds himself in color and enters a cliche ridden town, in which the evil cattle baron (Andy Griffith) and the new Italian cowboys (who always wear raincoats no matter how hot it gets) join forces to get him and the sheep ranchers to leave the valley.

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