Pamela is a young actress who has moved into New York City from the midwest. She meets up with Carl who is middle-aged tailor of women's clothings and is going through a "mid-life crisis". He sees his son's amourous escapades and longs for better relationship with his wife Anne who is distant at times. He has an affair with Pamela. But Pamela's lifestyle does not go well with him.
J.K. Dumont
as Carl Breeding
Kim Burnette
as Pamela
Tamara Landry
as Anne Breeding
Troy Donahue
as Troy
Frank Pesce
as Eddie Breeding
Eugene Stevenson
as Steve Breeding
Bobby Johnston
as David
K.C. Williams
as Shannon
Kym Wilde
as Felicia
Darlene Sellers
as Megan
Walter McBride
as Thalamus
Ann Osmond
as Mrs. Feister
