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| Warren Beatty | Joe Pendleton |
| Julie Christie | Betty Logan |
| Jack Warden | Max Corkle |
| James Mason | Mr. Jordan |
| Dyan Cannon | Julia Farnsworth |
| Charles Grodin | Tony Abbott |
| Buck Henry | The Escort |
| Vincent Gardenia | Krim |
| Joseph Maher | Sisk |
| Hamilton Camp | Bentley |
| Arthur Malet | Everett |
| Stephanie Faracy | Corinne |
| Jeannie Linero | Lavinia |
| Frank Campanella | Conway |
| Dolph Sweet | Head coach |
| R. G. Armstrong | General manager |
| Ed Peck | Trainer |
| John Randolph | Former owner |
| Roger Bowen | Newspaperman |
| Keene Curtis | Oppenheim |
Joe Pendleton, quarterback for the Los Angeles Rams, is killed in an auto accident. In the afterlife, Joe discovers that his guardian angel has taken him from his body prematurely, and he is due many more years on earth. Unable to return to his body, Joe assumes the form of greedy multimillionaire industrialist Leo Farnsworth. As Farnsworth, Joe attempts a return to football and falls in love with environmental activist Betty Logan .
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