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| Steve Guttenberg | Edward ''Eddie'' Simmons |
| Mickey Rourke | Robert ''Boogie'' Sheftell |
| Kevin Bacon | Timothy Fenwick Jr. |
| Timothy Daly | William ''Billy'' Howard |
| Ellen Barkin | Beth Schreiber |
| Paul Reiser | Modell |
| Kathryn Dowling | Barbara |
| Michael Tucker | Bagel |
| Jessica James | Mrs. Simmons |
| Colette Blonigan | Carol Heathrow |
| Kelle Kipp | Diane |
| John Aquino | Tank |
| Richard Pierson | David Frazer |
| Claudia Cron | Jane Chisholm |
| Tait Ruppert | Methan |
| Tom V.V. Tammi | Howard Fenwick |
| Pam Gail | First Stripper |
| Lauren Zaganas | Second Stripper |
| Sharon Ziman | Elyse |
| Mark Margolis | Earl Mager |
| Ralph Tabakin | TV Customer |
| Frank Stoegerer | TV Director |
| Nat Benchley | Technical Director |
| Frank Hennessy | Audio Man |
| Marvin Hunter | Newscaster |
| Steve Smith | Announcer |
| Lee Case | Mr. Howard |
| Clement Fowler | Mr. Simmons |
Billy returns home to Baltimore to serve as the best man at his upcoming wedding of his childhood buddy Eddie . In the meantime, he and Eddie get together with their friends at the local diner, where they trade stories about their lives. All they really want to do is go back to being the carefree boys they once were, but they know it cannot be. Their funny and at times revealing exchanges help each other face the mounting responsibility of adulthood.
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