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- William B. Davis as Cigarette Smoking Man
- Chris Owens as Jeffrey Spender
- Nicholas Lea as Alex Krycek
- Mitch Pileggi as Assistant Director Walter Skinner
- Veronica Cartwright as Cassandra Spender
- Nick Tate as Dr. Eugene Openshaw
- George Murdock as Second Elder
- Don S. Williams as First Elder
- Al Ruscio as Fourth Elder
- Frank Ertl as Fifth Elder
- James Newman as Doctor