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| Keith Carradine | Carroll Barber |
| Sally Kellerman | Ann Goode |
| Geraldine Chaplin | Karen Hood |
| Harvey Keitel | Ken Hood |
| Lauren Hutton | Nona Bruce |
Carroll Barber is a noncommittal, independently wealthy musician who spends his time drifting about Los Angeles from bed to bed. Carroll jumps in and out of relationships with Ann Goode, a real estate agent, and Nona Bruce, the mistress of his father, to name a few. Also in Carroll's orbit is restless housewife Karen Hood and her husband, Ken, an executive who works with the senior Barber.
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