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| Richard Dreyfuss | Uncle Louie |
| Mercedes Ruehl | Bella Kurnitz |
| Irene Worth | Grandma Kurnitz |
| David Strathairn | Johnny |
| Brad Stoll | Jay |
| Mike Damus | Arty |
| Robert Guy Miranda | Hollywood Harry |
| Jack Laufer | Eddie |
| Susan Merson | Gert |
During the 1940s, Jay and Arty find their lives turned upside down when their father moves south for work, leaving them with their no-nonsense grandmother and their loving but absent-minded spinster aunt, Bella . Along the way, they're also introduced to Uncle Louie, a small-time crook. Underlying tension between Bella and her mother surface when Bella decides to marry her boyfriend, Johnny .
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