"After divorcing his ambitious singer wife, a middle-aged man begins a new relationship with a teacher."
Burt Reynolds
as Phil Potter
Jill Clayburgh
as Marilyn Holmburg
Candice Bergen
as Jessica Potter
Charles Durning
as Michael "Mickey" Potter
Frances Sternhagen
as Marva Potter
Austin Pendleton
as Paul
Mary Kay Place
as Marie
MacIntyre Dixon
as Dan Ryan
Jay O. Sanders
as Larry
Charles Kimbrough
as Salesman
Richard Whiting
as Everett
Alfie Wise
as Workshop Member
Wallace Shawn
Sturgis Warner
as John Morganson
Mary Catherine Wright
as Student 1
Daniel Stern
as Student 2
George Hirsch
as Student 3
Ian Martin
as Doorman
Aerin Asher
as Lord & Taylor Lady
Ben Pesner
as Victor
Mort Marshall
as Room Service Waiter
Gilmer McCormick
as Stephanie
Helen Stenborg
as Older Woman
Michael Kaufman
as Clerk
Marvin Lichterman
as Husband
Anne DeSalvo
as Wife
Connie Fleming
as Babysitter
Alison Stevens
as Marie's Daughter
Michael McDermott
as Marie's Son
Russell Horton
as Man #2
Harold Lamson
as Mark
Michael Bellaran
as Small Boy
Deborah Reagan
as Young Woman - Young Couple
Kevin Bacon
as Husband - Young Couple
Tara King
as Checkout Girl
A.C. Weary
as Athletic Father
Lisa Sloan
as Mother of Kid
Gaby Glatzer
as Kid
Thomas James Riselli
as Key Maker
Harriet Rawlings
as Bloomingdale's Couple
Simon McQueen
Stacy Holiday
Nadine Darling
Kitty Muldoon
John Murray
Eric Geier
Sol Schwade
as Man in Market
Tony Romano
as Boston Man
Matteo Cafiso
as School Pupil (uncredited)
Laurie Gould
as Piano Instructor (uncredited)
Jon Lonoff
as Busboy (uncredited)
Alan J. Pakula
Director
James L. Brooks
Writer
Marvin Hamlisch
Original Music Composer
Douglas Wick
Associate Producer
Juliet Taylor
Casting
Producer
Isabel Halliburton
Marion Rothman
Editor
George Jenkins
Production Design
Dan Wakefield
Novel
John Boxer
Costume Design
Louis Cerborino
Sound Editor
Alex Hapsas
Assistant Director
Maggie James
Script Supervisor
Russell Engels
Gaffer
Sven Nykvist
Director of Photography
Walter Stocklin
Property Master
Richard Portman
Sound Re-Recording Mixer
Trudy Clemens
Stunts
Fred Schuler
Camera Operator
Philip Smith
Set Decoration
Denine Rowan
Assistant Sound Editor
Louis Sabat
Sound Recordist
Robert Jiras
Makeup Artist
Vito L. Ilardi
Boom Operator
Herb Gains
Second Assistant Director
Michael Molly
Assistant Art Director
William C. Carruth
Music Editor
Frank Bianco
Hairstylist
Marc Laub
Supervising Sound Editor
James Finnerty
Key Grip
Sylvia Fay
Extras Casting
Marlayna Franklin
Assistant Editor
Tom Ellingwood
Michael Ginsburg
Still Photographer
Greg Sheldon
Ricki-Ellen Brooke
Second Assistant Camera
Bobby Bass
James Sabat
Sound Mixer
Anthony Brook
First Assistant Camera
Scott Vickrey
