Real-life clown Jack Thum, along with his devoted wife, Shirlee, cared for dozens of homeless children — 37 of them over the years — in the Chicago area, all of whom come back to visit when they discover he's terminally ill.

Mickey Rooney
as Jack Thum

Anne Jackson
as Shirlee Thum

Allen Garfield
as Dr. Arthur Abrams

Elisha Cook Jr.
as Jetter

Michael LeClair
as Tom

William Windom
as Smiley Jenkins

Red Buttons
as Roland Green

Carol Ann Susi
as Gina

Bruce French
as McClain

De'voreaux White
as Ralph