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| Jeff Bridges | Craig Blake |
| Sally Field | Mary Tate Farnsworth |
| Arnold Schwarzenegger | Joe Santo |
| R.G. Armstrong | Thor Erickson |
| Robert Englund | Franklin |
| Helena Kalianiotes | Anita |
| Woodrow Parfrey | Uncle Albert |
| Scatman Crothers | William |
| Kathleen Miller | Dorothy Stephens |
| Fannie Flagg | Amy |
| Joanna Cassidy | Zoe |
| Richard Gilliland | Hal |
| Ed Begley Jr. | Lester |
| Joe Spinell | Jabo |
| John David Carson | Halsey |
| Cliff Pellow | Walter Jr. |
| Dennis Fimple | Bubba |
| Mayf Nutter | Richard Packman |
A dishonest businessman asks rich layabout Craig Blake to help him buy a gym, which will be demolished for a development project in Alabama. But after spending time with weightlifter Joe Santo and gym worker Mary Tate Farnsworth, Craig wants out of the deal. The property negotiations turn ugly, causing a brawl at the gym and a spectacle at a big bodybuilding meet, as Craig learns that it's not easy to turn your back on fair-weather friends.
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