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| Bette Midler | Cecilia 'CC' Carol Bloom |
| Barbara Hershey | Hillary Whitney Essex |
| John Heard | John Pierce |
| Spalding Gray | Dr. Richard Milstein |
| Lainie Kazan | Leona Bloom |
| James Read | Michael Essex |
| Grace Johnston | Victoria Cecilia Essex |
| Mayim Bialik | Cecilia 'CC' Carol Bloom (age 11) |
| Marcie Leeds | Hillary Whitney Essex (age 11) |
Hillary and CC meet as children vacationing in Atlantic City, N.J., and remain friends throughout the decades. As CC, a loud New Yorker, pursues a singing career, Hillary, a staid Californian, becomes a successful lawyer. Over the years, they often quarrel or compete, but, as other relationships flourish and die, the two women are always there for each other, traveling from coast to coast through the most tumultuous times.
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