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| Richard Pryor | Joe Braxton |
| Cicely Tyson | Vivian Perry |
| Robert Christian | Donald |
| Alphonso Alexander | Martin |
| Janet Wong | Annie |
| Kia Cooper | Samantha |
| Edwin DeLeon | Ernesto |
| Jimmy Hughes | Harold |
| Edwin Kinter | Anthony |
| Angel Ramirez | Julio |
| George Coe | Doctor Wilson T. Renfrew |
| Bill Quinn | Judge Antonio Runzuli |
| Roy Jenson | Klan Leader |
| Fred Carney | Alfred Schuyler |
| Peggy McCay | Gladys Schuyler |
Parole officer Donald compels his foul-mouthed ex-con charge Joe Braxton to escort a bus full of special education students from Philadelphia to the Pacific Northwest, where their teacher Vivian Perry plans to set up a new school. But when Braxton's latest attempt at going straight becomes a frustrating series of mishaps, he struggles to complete the job he was hired to do while resisting his growing affection for Vivian and the children.
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