Living with only her younger son, who's more concerned with his band and best friend than his mother, to keep her company, Barbara Scott finds a friend in Joyce McBride, as the two of them discover their shared illicit pasts and begin to plan the next stages of their lives.
| Actor | Role |
|---|---|
 Kay ParkerBarbara | Barbara |
 Honey WilderJoyce | Joyce |
 Lisa LakeDiane | Diane |
 Pamela MannJennifer | Jennifer |
 Jerry ButlerJimmy | Jimmy |
 Blake PalmerBrian | Brian |
 Marc WalliceBilly | Billy |
 Kristara BarringtonGroupie 1 | Groupie 1 |
 Colleen BrennanGroupie 2 | Groupie 2 |
 Misty DawnGroupie 3 | Groupie 3 |
 Angel WestGroupie 4 | Groupie 4 |
 David SandersGroupie 5 | Groupie 5 |
 Craig RobertsGroupie 6 | Groupie 6 |
 Ron JeremyBenny | Benny |
| RRick KnutsonPartygoer | Partygoer |
 Jay SerlingShoe Salesman | Shoe Salesman |
 Christopher Saint BoothBand Member (uncredited) | Band Member (uncredited) |
 Philip Adrian BoothBand Member (uncredited) | Band Member (uncredited) |
 Mike RangerPaul Scott (archive footage) (uncredited) | Paul Scott (archive footage) (uncredited) |