"Three friends - aided by one of the residents - start a night club in a retirement home, after taking a job there working the night shift to put themselves through USC."
Ernest Borgnine
as Albert
Zachary Abel
as Justin Palma
Natasha Lyonne
as Mrs. Keaton
Ahney Her
as Nikki
Mickey Rooney
as Jerry Sherman
Sally Kellerman
as Dorothy
Bryan Williams
as Chris Brown
Daniel Roebuck
as Frank
Madison Liddy
as April
Rance Howard
as Chuck
Sam Borowski
as Man Making out with Girlfriend at fraternity party
Paul Sorvino
as Himself
Alex Hyde-White
as Preacher
Chuck McCann
as Manny Melowitz
Bill Sorvino
as Arresting Officer
Mary Dimino
as Gina Palma
Duane Whitaker
as Intimidating Inmate
Jan Rooney
as Janet
Mara New
as Muriel
Eric Stein
as Clarence
Jessica DiCicco
as Receptionist
Clint Howard
as Cliff
Michael Maugeri
as Hearse Driver
Dick Contino
Hal Williams
as Resident Playing Cards at Casino Night
Harold Sylvester
as Grim Interviewer
Efram Potelle
as Serious Interviewer
Janelle Gaeta
as Girl Making out with Boyfriend at Party
Kevin Rushing
as Large African American Man
Jen Johnson
as Typing Bikini Girl
Brian LaBelle
as Police Officer #2
Timothy E. Goodwin
as Jail Guard
Marilyn Monrovia
as Rich Woman
Vincent Albo
as Group Therapist
Ashley Schnacky
as Ginger
Andrew Bellamy
as Game Show Host (voice)
Steve Christopher
as Mr. Johnson
Larry Delrose
as Paul Palma
B.J. Hansen
as Blue Man
Ron New
as Toga Man
Director
Tom Haas
Screenplay
Producer
Samuel M. Sherman
Barry Scherr
Executive Producer
Joann Murano
Editor
William Schweikert
Cinematography
J. Todd Smith
Original Story
Vikki Liddy
John Goodwin
Makeup Supervisor