| Michael Douglas | Zach |
| Terrence Mann | Larry |
| Audrey Landers | Val |
| Michael Blevins | Mark |
| Yamil Borges | Diana Morales |
| Sharon Brown | Kim |
| Gregg Burge | Richie Walters |
| Cameron English | Paul San Marco |
| Tony Fields | Al DeLuca |
| Nicole Fosse | Kristine Evelyn Erlich-DeLuca |
| Alyson Reed | Cassie |
Hundreds of hopefuls congregate at a cattle call for Broadway dancers. A sour director, Zach, and his brusque assistant whittle down the ranks until they're left with 16 dancers. All tell their life stories -- some tragic, some comic -- and explain their love of dance. Tension mounts when Cassie -- once both a big star and the director's lover but now desperate for a part -- auditions. But Zach must choose only the best for his show.
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