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| Barbra Streisand | Judy Maxwell |
| Ryan O'Neal | Howard Bannister |
| Madeline Kahn | Eunice Burns |
| Kenneth Mars | Hugh Simon |
| Austin Pendleton | Frederick Larrabee |
| Sorrell Booke | Harry |
| Stefan Gierasch | Fritz |
| Mabel Albertson | Mrs. Van Hoskins |
| Michael Murphy | Mr. Smith |
| Graham Jarvis | Bailiff |
| Liam Dunn | Judge Maxwell |
| Phil Roth | Mr. Jones |
| John Hillerman | Hotel Manager |
| George Morfogen | Headwaiter |
| Randy Quaid | Professor Hosquith |
| M. Emmet Walsh | Arresting Officer |
| Eleanor Zee | Banquet Receptionist |
| Kevin O'Neal | Delivery Boy |
| Paul B. Kipilman | Druggist |
| Christa Lang | Mrs. Hosquith |
| John Byner | Man at the Hotel Banquet (uncredited) |
Two researchers have come to San Francisco to compete for a research grant in music. The man seems a bit distracted, and that was before he met a strange woman who has devoted her life to confusing and embarrassing him. At the same time a woman has her jewels stolen and a government whistle blower arrives with his stolen top secret papers.
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