|Dana Ashbrook||Rob Baskin|
|Tisha Campbell-Martin||Ann Field|
|Brock Peters||Jack Field|
|Billy Dee Williams||Dr. Davis|
|Phyllis Diller||Mrs. Baskin|
|Mink Stole||Support Group Leader|
After Mrs. Baskin dies of cancer, her son, Rob, drives out to the California countryside to scatter her ashes. On the road, Rob meets a stranded woman named Ann, whose car has broken down. He helps her out, and the two eventually fall in love despite their very different personalities. But, when Ann admits that she has a terminal illness, Rob must learn hard yet valuable lessons about impermanence and living for the moment.