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| Joanne Woodward | Rachel Cameron |
| James Olson | Nick Kazlik |
| Kate Harrington | Mrs. Cameron |
| Estelle Parsons | Calla Mackie |
| Donald Moffat | Niall Cameron |
| Terry Kiser | Preacher |
| Frank Corsaro | Hector Jonas |
| Bernard Barrow | Leighton Siddley |
| Geraldine Fitzgerald | Rev. Wood |
| Nell Potts | Young Rachel |
| Shawn Campbell | James |
| Violet Dunn | Verla |
| Izzy Singer | Lee Shabab |
| Tod Engle | Young Nick |
| Bruno Engle | Bartender |
Written off as a spinster, 35-year-old schoolteacher Rachel Cameron lives with her widowed mother above a funeral parlor in rural Connecticut. Repressed by the community and given to despondency, Rachel spends her time daydreaming, buoyed by her lesbian best friend, Calla . A religious experience begins a subtle awakening in Rachel, and when a childhood friend returns to town for his father's funeral, she experiences real, driving passion.
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