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| Burt Lancaster | Lou |
| Susan Sarandon | Sally |
| Kate Reid | Grace |
| Michel Piccoli | Joseph |
| Hollis McLaren | Chrissie |
| Robert Joy | Dave |
| Al Waxman | Alfie |
| Robert Goulet | Singer |
| Moses Znaimer | Felix |
| Angus MacInnes | Felix |
| Sean Sullivan | Buddy |
| Wally Shawn | Waiter |
| Harvey Atkin | Bus Driver |
| Louis Del Grande | Mr. Shapiro |
| John McCurry | Fred |
| Eleanor Beecroft | Mrs. Reese |
| Cec Linder | President of Hospital |
| Sean McCann | Detective |
| Vincent Glorioso | Young Doctor |
When Sally Matthews leaves her Canadian home to relocate to Atlantic City, she aspires to a prosperous career in the gambling industry. With her criminal husband on her trail, however, it appears that she can't escape from trouble, until she finds an unlikely savior in Lou Pascal, an aging small-time mobster. By becoming involved with Sally, Lou finds a way to achieve the success he's dreamed of, but his plan may endanger both their lives.
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