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| Joe Pesci | Joe Waters |
| Danny Glover | Gus Green |
| Rosanna Arquette | Rita |
| Lynn Whitfield | Angie |
| Willie Nelson | Billy (Catch) Pooler |
| Nick Brimble | Dekker Massey |
| Gary Grubbs | Phil Beasly |
| Carol Kane | Donna Waters |
| Edythe Davis | Cookie Green |
Joe and Gus are lifelong friends who seem to encounter disaster wherever they go. They're ecstatic when they find out they've won a fishing trip to Florida, and quickly embark on a road trip. But their adventure takes a turn for the worse when they cross paths with a smooth-talking con man who makes off with Joe's car. They hitch a ride with two women -- Rita and Angie -- and find themselves in outlandish situations.
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