|Ben Gazzara||Cosmo Vitelli|
|Timothy Agoglia Carey||Flo (Gangster)|
|Seymour Cassel||Mort Weil (Gangster)|
|Meade Roberts||Mr. Sophistication|
|Donna Gordon||Margo Donnar|
|Morgan Woodward||John (Head gangster)|
Cosmo Vittelli, the proprietor of a sleazy, low-rent Hollywood cabaret, has a real affection for the women who strip in his peepshows and the staff who keep up his dingy establishment. He also has a major gambling problem that has gotten him in trouble before. When Cosmo loses big-time at an underground casino run by mobster Mort, he isn't able to pay up. Mort then offers Cosmo the chance to pay back his debt by knocking off a pesky, Mafia-protected bookie.