"Longtime singles Lillian Lambert and Clifford Pepperman enjoy a romance late in their lives."
Ellen Burstyn
as Lillian "Lil" Lambert
Walter Matthau
as Clifford Pepperman
Ryan Todd
as Jared Lambert
William Schallert
as Sheriff
Kathleen Garrett
as Darlene
Sherry Hursey
as Etta Crue
Richard Zobel
as Mitch
Jeanne Reynolds
as Laura Halstead
Tom McGraw
as Ray Halstead
Victoria Richardson
as Tracy Halstead
Dustin Werner
as Shea Halstead
Zachary Brown
as Damon Halstead
Mary Lins
as Gloria Strauss
Michelle Bauer
as Miss Kingsbury
Denny Delk
as Mr. Brittan
James Neila
as Peter
Charles Prior
as Clem
Ann Block
as Nurse Proctor
Lexi Ashton
as Perky Saleslady
Howard Swain
as Attendant
Diane Silvester
as Passerby
Leon Hylton
Ron Kaell
as Truck Driver
Charles Matthau
as Partner
Ed Holmes
as Father
Charles Branklyn
as Billy
Allan Jacobs
as Bus Rep
Jay Jacobus
as George
Phyllis Coates
as Katherine
Bill Bonham
as Train Clerk
Fred D. Coleman
as Man on Escalator
Robert Ernst
as Cable Car Operator
Wood Moy
as Reverend Wong
Steven Anthony Jones
as Doctor
Susan McCollum
as Nurse #1
Kathryn Howell
as Nurse #2
Ralph Peduto
as Waiter
Millie Dana
as Old Woman
Damara Reilly
as Secretary
Ronnie Dee Blaire
as Amtrak Clerk (uncredited)
Steve C. Porter
as Man on Cable Car (uncredited)
Susan Turner-Cray
as Young Mother (uncredited)
Producer
Director
Janet Heaney
Writer