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| Jack Nicholson | Billy ``Bad Ass'' Buddusky |
| Otis Young | ``Mule'' Mulhall |
| Randy Quaid | Larry Meadows |
| Clifton James | M.A.A. |
| Michael Moriarty | Marine O.D. |
| Carol Kane | Young Whore |
| Luana Anders | Donna |
| Kathleen Miller | Annette |
| Nancy Allen | Nancy |
| Gerry Salsberg | Henry |
| Don McGovern | Bartender |
| Pat Hamilton | Madame |
| Jim Henshaw | Sweek |
| Gilda Radner | Nichiren Shoshu Member |
| Derek McGrath | Nichiren Shoshu Member |
| Jim Horn | Nichiren Shoshu Member |
| John Castellano | Nichiren Shoshu Member |
When sailor Larry Meadows is sentenced to eight years in a New Hampshire prison, Navy lifers Billy Buddusky and Mule Mulhall are assigned to escort him there from Virginia. Along the way, they warm up to their prisoner, indulging him in small ways such as making excursions to a brothel, and to his mother's house. As they get closer to their destination, their fondness for Larry makes it harder for them to execute their orders.
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