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as Penny Washington
as Frank Reilly
as Race Track Ticket Clerk
as Duane Dortmueller
as B.B. King's Band
as Harrison Winslow
as Shirley Washington - Age 7
as Hal the Bus Driver
as Jim
as Anne
as Thomas Reilly - Age 7
as Mr. Polito
as Music Director
as Duane Dortmueller - Age 10
as Samantha Barclay - Age 3
as Agnes Miller
as Mrs. Brodsky
as Woman in Cadillac
as Billy Washington - Age 4
as Stage Manager
as Security Guard
as Wanda
as Angela Barclay
as Julia
as Eva Reilly
as Anne's Mom
as Records Bureaucrat
as Piano Accompanist
as Motorcycle Cop
as Singer at Audition
as Max Marco
as Anne's Dad
as Thomas Reilly
as Mitchell
as Bob Newhart
as John McBride
as Woman at Audition
as Bartender
as Noelle
as Milo Peck
as Man at Farmhouse
as Diane Washington - Age 8
as Frank's Football Buddy
as Sgt. Wm. Barclay