Refined actress Lauren Ames finally has a chance to study with the great theatre professor Stanislav Korzenowski. Sandy Brozinsky, a brash, loud actress, decides through happenstance to also study with Korzenowski. The two women end up dating the same man (who turns out to be a double agent) and follow him across the country to force him to choose between them.
Shelley Long
as Lauren Ames
Bette Midler
as Sandy Brozinsky
Peter Coyote
as Michael Sanders
Robert Prosky
as Stanislav Korzenowski
John Schuck
as Agent Atkins
Anthony Heald
as Weldon
George Carlin
as Frank Madras
Ji-Tu Cumbuka
as Cab Driver
Florence Stanley
as Ticket Agent
Jerry Zaks
as Tobacco Clerk
John DiSanti
as Police Lieutenant
Diana Bellamy
as Madam