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| Paul Newman | Henry |
| Linda Fiorentino | Carol |
| Dermot Mulroney | Wayne |
| Susan Barnes | Mrs. Foster |
| Anne Pitoniak | Mrs. Tetlow |
| Bruce MacVittie | Karl |
| Irma St. Paul | Irma Galer |
| Michel Perron | Guard |
| Dorothy Gordon | Mrs. Norton |
Henry Manning has come up with a new way to break out of prison: fake a stroke and get transferred to a nursing home. It's a perfect plan, except for one thing: the woman assigned to take care of him at the nursing home, Carol Ann McKay, has a plan of her own.
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