Marsha, a con artist with a conscience, has agreed to take on an unusual scheme in order to pay off a debt to a lawyer who helped out her brother. An elderly millionaire is about to die, and the entire fortune has been willed to a stripper named Jean, who is unaware of the windfall awaiting her. Marsha's task is to get to know Jean well enough that she can impersonate her at the reading of the will and take the inheritance for herself. Taking a job at the same strip club, the pair soon bond, but will Marsha's feelings for her new friend outweigh her need to help pay off her brother's debt?
| Actor | Role |
|---|---|
 Kathy IrelandMarsha Thomas | Marsha Thomas |
 John Enos IIIMatt Conrad | Matt Conrad |
 Audie EnglandJean Ivers | Jean Ivers |
 Richard C. SarafianHenry Kronfeld | Henry Kronfeld |
 Allan RichStein | Stein |
 Eduardo YáñezJosé | José |
| LLarry WeberLawyer Stevens | Lawyer Stevens |
 Ed AmatrudoLawyer Hayes | Lawyer Hayes |
 Antoni CoroneClub Patron | Club Patron |
| KKristi RussellSalesgirl | Salesgirl |
| CChaz MenaYoung Executive | Young Executive |
 Sandra ThigpenBank Secretary | Bank Secretary |
 Nick CorirossiJohnnie | Johnnie |
| JJoe PetrulloClub Manager | Club Manager |
 Sam BausoClub Patron (uncredited) | Club Patron (uncredited) |
| OOrlando DelbertBuilding Superintendent (uncredited) | Building Superintendent (uncredited) |
 Nina DolciStripper (uncredited) | Stripper (uncredited) |
| PPhyllis SukoffBitchy Woman | Bitchy Woman |
| LLori CreevayStein's Secretary | Stein's Secretary |