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| Matthew Perry | Oscar Novak |
| Neve Campbell | Amy Post |
| Dylan McDermott | Charles Newman |
| Oliver Platt | Peter Steinberg |
| Cylk Cozart | Kevin Cartwright |
| John C. McGinley | Strauss |
| Bob Balaban | Decker |
| Deborah Rush | Lenore |
| Kelly Rowan | Olivia |
| Rick Gomez | Rick |
| Patrick Van Horn | Zack |
| David Ramsey | Bill |
Oscar and Peter land a career-making opportunity when a Chicago tycoon chooses them to compete for the design of a cultural center. The tycoon mistakenly believes that Oscar is gay and has him spy on his mistress Amy . Oscar goes along with it and ends up falling in love with Amy.
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