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| James Caan | John Baggs Jr. |
| Marsha Mason | Maggie Paul |
| Kirk Calloway | Doug |
| Eli Wallach | Lynn Forshay |
| Burt Young | Master at Arms |
| Bruce Kirby Jr. | Alcott |
| Allyn Ann McLerie | Miss Watkins |
| Dabney Coleman | Executive Officer |
| Fred Sadoff | Dr. Osgood |
| Allan Arbus | Drunken Sailor |
| Jon Korkes | Dental Corpsman |
| Don Calfa | Lewis |
| Paul Jackson | Sam |
| David Proval | Sailor 1 |
| Ted D'Arms | Cook |
| Sally Kirkland | |
| Diane Schenker | Nurse |
| James Bigham | Seaman 1 |
| Wayne Hudgins | Seaman 2 |
A sailor falls in love with a prostitute but finds it difficult to cope when she resumes her former lifestyle after they are married. When they first meet over a game of pool, she takes him home, where he gets to know her young son, and romance quickly blossoms between the grown-ups. Once hitched, she carries on as before and the sailor prevails upon an old navy colleague for help.
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