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| Tony Danza | Duke |
| Robert Wuhl | Newbomb Turk |
| Fran Drescher | Sally |
| Leigh French | Jacqueline Freedman |
| Michelle Pfeiffer | Suzie Q |
| Stuart Pankin | Dudley Laywicker |
| Sandy Helberg | Officer Clark |
| James Jeter | Smitty |
| Gary Graham | Jimmy Shine |
| P. R. Paul | Simpson |
| Randy Gornel | Wheatly |
| Gailard Sartain | Bimbeau |
| Richard Schaal | Nevans |
It's Halloween night, 1965, and members of the Hollywood Knights -- a drag-racing club -- have just been informed that their cherished Beverly Hills, Calif., hangout, Tubby's Diner, is being demolished to make way for an office building. Newbomb Turk, the club's leader, vows to fight back. Duke and his girlfriend, Suzie Q, help Newbomb as they navigate a rough patch in their relationship. Meanwhile, the police work to shut the diner down.
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