|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.