| David Carradine | Captain Zeb |
| Rip Torn | Captain Jerry |
| Bruce Dern | Captain Perez |
| Mariel Hemingway | Martha |
| Charles Durning | John Bartlett |
| John Savage | Web Saunders |
| Christy Scott Cashman | Elizabeth |
| Angelica Torn | Melissa |
| Lila Dupree | Pasha Norris |
| Jonathan Edwards | Reverand Perly |
| Donald Foley | Bluey Batchelder |
| Peter Jordan | Ezekial |
| Stephen Russell | Luther Norris |
| Jason Alan Smith | Ralph |
Retired sea captains Zeb, Jerry and Perez live together in 1905 Cape Cod. Deciding that they need a woman's touch around the place but don't want to pay for a maid, the men decide to place an ad for a mail-order bride. Jerry, the loser of a coin toss, is the one designated to marry whomever answers the ad, but all plans go by the wayside when the very appealing Martha Snow is the one who steps off the train and into the men's lives.
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