George Burns stars as a former vaudevillian who befriends a young runaway, played by 14-year old Brooke Shields, who is being chased by drug dealers.
Brooke Shields
as Kate
George Burns
as Bill
Burl Ives
as Max
Ray Bolger
as Tom
Lorraine Gary
as Shirl
Christopher Knight
as Roy
Carl Ballantine
as Reinhoff the Remarkable
Keye Luke
as Doctor Device
Robert Doran
as Box Boy
John Schuck
as Stan
Leon Ames
as Manduke the Magnificent
Andrea Howard
as Sue