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| Walter Matthau | Sorrowful Jones |
| Julie Andrews | Amanda |
| Sara Stimson | The Kid |
| Tony Curtis | Blackie |
| Bob Newhart | Regret |
| Lee Grant | The Judge |
| Brian Dennehy | Herbie |
| Kenneth McMillan | Brannigan |
| Andrew Rubin | Carter |
| Joshua Shelley | Benny |
| Randy Herman | Clerk |
| Nedra Volz | Mrs. Clancy |
| Jacquelyn Hyde | Lola |
| Tom Pedi | Vittorio |
| Jessica Rains | Clerk |
| Henry Slate | Teller |
| Al Hammer | Morris |
In the 1930s, cantankerous bookie Sorrowful Jones reluctantly takes a young child as collateral for a wager, but finds he's stuck with the adorable waif when her penniless father drowns himself. When Jones' Mafia boss nemesis Blackie forces him to be a partner in an illegal casino hidden in the home of indebted heiress Amanda, he struggles to outmaneuver the dangerous kingpin, all the while making a bumbling attempt at fatherhood.
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