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| Jeff Bridges | Jack Baker |
| Michelle Pfeiffer | Susie Diamond |
| Beau Bridges | Frank Baker |
| Ellie Raab | Nina |
| Jennifer Tilly | Blanche 'Monica' Moran |
| Xander Berkeley | Lloyd |
| Dakin Matthews | Charlie |
| Ken Lerner | Ray |
| Albert Hall | Henry |
| Terri Treas | Girl in bed |
| Gregory Itzin | Vince Nancy |
| Bradford English | Earl |
| David Coburn | Kid at vet |
| Todd Jeffries | Theo |
| Jeffrey Nowinski | Hotel Masseuse |
| Nancy Fish | Laughing Bar Patron |
Frank and Jack Baker are brothers who have performed together in a small but successful piano act for years. However, their lack of ambition hurts them -- they begin losing gigs, and are soon relegated to run-down venues. Attempting to infuse new life into their act, the brothers audition singers and choose the stunning Susie Diamond . The new lineup brings success, but a growing attraction between Susie and Jack threatens the trio's stability.
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