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Dudley Moore plays George Webber, a music composer who becomes obsessed with a beautiful young woman he encounters on his journey to self-discovery.

Julie Andrews portrays Samantha Taylor, George's girlfriend who grapples with their relationship as he becomes infatuated with someone else.

Bo Derek takes on the role of Jenny Hanley, the young woman who captivates George and sends him on a quest for meaning in his life.

Robert Webber plays Hugh, George's friend who tries to provide guidance and support during his tumultuous mid-life crisis.

Dee Wallace is Mary Lewis, a friend of George's who offers a listening ear and a different perspective on his romantic entanglements.

Sam J. Jones portrays David Hanley, the husband of Jenny Hanley who becomes entangled in the emotional turmoil of George's fixation on his wife.

Brian Dennehy plays Donald, a bartender who shares wisdom and camaraderie with George during his moments of contemplation and confusion.

Max Showalter is Reverend, a character who provides spiritual guidance and moral reflection for George as he grapples with his desires and decisions.

Rad Daly portrays Josh Taylor, the son of Samantha Taylor who witnesses the struggles in his parents' relationship and the impact of George's infatuation.

Nedra Volz plays Mrs. Kissell, a neighbor who offers comedic relief and a touch of eccentricity in the midst of George's emotional turmoil.

James Noble is Dr. Miles, a medical professional who crosses paths with George and inadvertently becomes a sounding board for his innermost thoughts and feelings.

Virginia Kiser portrays Ethel Miles, the wife of Dr. Miles who observes the unfolding drama of George's life from a quieter, more observational perspective.