Max Baron is a Jewish advertising executive in his 20s who's still getting over the death of his wife. Nora Baker is a 40-something diner waitress who enjoys the wilder side of life. Mismatched or not, their attraction is instant and smoldering. With time, however, their class and age differences become an obstacle in their relationship, especially since Max can't keep Nora a secret from his Jewish friends and upper-crust associates forever.

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Susan Sarandon

Nora Baker

James Spader

Max Baron

Kathy Bates

Rosemary

Jason Alexander

Neil

Eileen Brennan

Judy

Steven Hill

Sol Horowitz

Renée Taylor

Edith Baron

Jonathan Penner

Marv Miller

Rachel Chagall

Rachel

Corey Parker

Larry Klugman

Susan Sarandon — Nora Baker

Susan Abigail Sarandon (née Tomalin; born October 4, 1946) is an American actor. She is the recipient of various accolades, including an Academy Award, a British Academy Film Award, and a Screen Actors Guild Award, in addition to nominations for a Daytime Emmy Award, six Primetime Emmy Awards, and nine Golden Globe Awards. In 2002, she was honored with a star on the Hollywood Walk of Fame.

James Spader — Max Baron

James Todd Spader (/ˈspeɪdər/ SPAY-dər; born February 7, 1960) is an American actor. He is known for often portraying eccentric and morally ambiguous characters. He began his career in critically acclaimed independent films before transitioning into television, where he has received acclaim and many awards, including three Primetime Emmy Awards and nominations for three Golden Globe Awards, and te

Kathy Bates — Rosemary

Kathleen Doyle Bates (born June 28, 1948) is an American actress and director. She has been the recipient of numerous accolades, including an Academy Award, two Primetime Emmy Awards, and two Golden Globe Awards.