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| Glenn Close | Linda Spector |
| James Woods | Michael Spector |
| Mary Stuart Masterson | Lucy Moore |
| Kevin Dillon | Sam |
| Linda Darlow | Lawyer Susan Drew |
| Jane Greer | Michael's Mother |
| Jessica James | Bessie |
| Mimi Kennedy | Eli's Mom |
| Charles Levin | Eli's Dad |
| Harrison Mohr | Eli |
| Matthew Moore | Jason |
| Kristin Sanderson | Kristin ('Picasso') |
| Merrilyn Gann | Kristin's Mom |
Michael and Linda are a married upper-class couple unable to conceive a child. After speaking to an adoption agency, they meet a pregnant 17-year-old named Lucy and her boyfriend, Sam . Financially unable to provide for the baby herself, Lucy agrees to be a surrogate mother for the desperate couple. But as her pregnancy progresses, Lucy reconsiders the decision to give up her child.
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