Brooke Shields (Tilt (Brenda Louise Davenport))Ken Marshall (Neil Gallagher)Charles Durning (Harold 'The Whale' Remmens)John Crawford (Mickey)Karen Lamm (Hype)Gregory Walcott (Mr. Davenport)Harvey Lewis (Henry Bertolino)Geoffrey Lewis (Truck Driver)Rob Berger (Replay)Don Stark (Gary Laswitz)Lorenzo Lamas (Casey Silverwater)Gary Mule Deer (Felix)George Jacobs (Clint)Helen Boll (Mrs. Davenport)Frank Pesce (Rock Manager (Carrots))Kathryn Gresham-Lancaster (Loretta Davenport)Paul Berlin (Racehorse Haynes (Texas Gambler))Charles Lehman (David)
Tilt is the story of a young girl, who is a pinball machine wizard. Because she does not get on with her parents, Tilt is contemplating running away from home, and skipping school one day she decides to go to Mickey's Bar. Mickey, who is Tilt's good friend, helps her set up a gambler for a pinball game. Because the gambler is unaware of Tilt's pinball wizardry, he is easily hustled out of his money. While watching the confrontation, a young man, who is a potential country and western singer and who has tried to hustle and cheat the pinball champion, is impressed with Tilt's ability, congratulating her after the win. Because Neil Gallagher has to raise money to make a demo tape of his songs, he has an idea of taking Tilt with him and having her hustle would-be gamblers. Neil invites Tilt to watch him sing at a rock concert, and after seeing him sing, she believes that he can become a great singer. Henry Bertolino, Neil's manager, thinks his plan is a bad idea and they have a dispute resulting in Henry abandoning Neil. Neil Gallagher then explains his story to Tilt, telling her that they will have a contract between them, and because she was already considering leaving home, she decides to go with Neil. But Tilt is unaware that she will eventually be playing Harold "The Whale" Remmens.