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| William Hurt | Ned Racine |
| Kathleen Turner | Matty Walker |
| Richard Crenna | Edmund Walker |
| Ted Danson | Peter Lowenstein |
| J. A. Preston | Oscar Grace |
| Mickey Rourke | Teddy Lewis |
| Kim Zimmer | Mary Ann Simpson |
| Jane Hallaren | Stella |
| Lanna Saunders | Roz Kraft |
| Michael Ryan | Miles Hardin |
| Carola McGuinness | Heather Kraft |
| Larry Marko | Judge Costanza |
| Deborah Lucchessi | Beverly |
| Lynn Hallowell | Angela |
| Thom J. Sharp | Michael Glenn |
| Ruth Thom | Mrs. Singer |
| Diana Lewis | Glenda |
| Robert Traynor | Prison Trustee |
| Meg Kasdan | Nurse |
Shyster lawyer Ned Racine begins a passionate affair with Matty Walker, wife of a wealthy Florida businessman . With the help of one of his criminal clients, bomb maker Teddy Lewis, Ned hatches a scheme to kill Matty's husband so that they can run away together with his money. But complications build upon double-crosses, launching the hapless lawyer into a situation far more treacherous than he imagined.
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