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| Robert Duvall | Mac Sledge |
| Tess Harper | Rosa Lee |
| Betty Buckley | Dixie |
| Wilford Brimley | Harry |
| Ellen Barkin | Sue Anne |
| Allan Hubbard | Sonny |
| Lenny Von Dohlen | Robert |
| Paul Gleason | Reporter |
| Michael Crabtree | Lewis Menefee |
| Norman Bennett | Reverend Hotchkiss |
| Rick Murray | Jake |
| Stephen Funchess | Bertie |
| Glen Fleming | Steve |
| James Aaron | Henry |
Down-on-his-luck country singer Mac Sledge has nowhere to turn when he wakes up in a motel, short on cash. So he takes a job from Rosa Lee, the kindly widow who runs the place. Mac begins to fall for Rosa, who helps him confront his drinking, and also finds an unexpected bond with Rosa's young son . When the opportunity for a career comeback surfaces, Mac must choose between his new life and the life he let slip through his hands.
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