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| Burt Reynolds | Phil Potter |
| Jill Clayburgh | Marilyn Holmberg |
| Candice Bergen | Jessica Potter |
| Charles Durning | Michael ''Mickey'' Potter |
| Frances Sternhagen | Marva Potter |
| Austin Pendleton | Paul |
| Mary Kay Place | Marie |
| MacIntyre Dixon | Dan Ryan |
| Jay O. Sanders | Larry |
| Charles Kimbrough | Salesman |
| Alfie Wise | Workshop Member |
| Wallace Shawn | Workshop Member |
| Mary C. Wright | Student 1 |
| Daniel Stern | Student 2 |
| George Hirsch | Student 3 |
When his wife, Jessica, leaves him for a chance at a music career, Phil Potter is devastated. He moves from New York City to Boston, joins a club for divorced men and cautiously begins an affair with a free-spirited schoolteacher named Marilyn, who genuinely seems to care about him. But when Jessica decides she wants Phil back, he jumps at the chance, only to wonder if perhaps he's made the wrong choice.
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