Lucile Fray has 10 children and terminal cancer. As her ne'er-do-well alcoholic husband, isn't capable enough to handle raising them, there's only one option left. As her last act on earth, Fray is determined to make sure her children have a secure future.

Ann-Margret
as Lucile Fray

Frederic Forrest
as Ivan Fray

Cathryn Damon
as Hazel Anderson

Donald Moffat
as Dick Thomas

Lonny Chapman
as Milton Hammond

Patricia Smith
as Cleta Thomas

Jess Osuna
as Dr. Willis

Christopher Allport
as Kenneth Handy

Soleil Moon Frye
as Linda Fray

Tracey Gold
as Pauline Fray