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- Michael Caine as Lloyd Fellowes
- Carol Burnett as Dotty Otley
- Denholm Elliott as Selsdon Mowbray
- John Ritter as Garry Lejeune
- Christopher Reeve as Frederick Dallas
- Nicollette Sheridan as Brooke Ashton
- Marilu Henner as Belinda Blair
- Julie Hagerty as Poppy Taylor
- Mark Linn-Baker as Tim Allgood