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| Natalie Wood | Wilma Dean Loomis |
| Warren Beatty | Bud Stamper |
| Pat Hingle | Ace Stamper |
| Audrey Christie | Mrs. Loomis |
| Barbara Loden | Ginny Stamper |
| Zohra Lampert | Angelina |
| Fred Stewart | Del Loomis |
| Joanna Roos | Mrs. Stamper |
| Jan Norris | Juanita Howard |
| Gary Lockwood | Toots |
| Sandy Dennis | Kay |
| Marla Adams | June |
| Lynn Loring | Carolyn |
| John McGovern | Doc Smiley |
| Martine Bartlett | Miss Metcalf |
| Sean Garrison | Glenn |
| Charles Robinson | Johnny Masterson (uncredited) |
| Phyllis Diller | Texas Guinan |
Bud and his high school sweetheart, Deanie, are weighed down by their parents' oppressive expectations, which threaten the future of their relationship. Deanie's mother and Bud's father caution their children against engaging in a sexual relationship, but for opposing reasons: Deanie's mother thinks Bud won't marry a girl with loose morals, while Bud's father is afraid of marriage and pregnancy that would ruin Bud's future at Yale.
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