George Burns stars as a former vaudevillian who befriends a young runaway, played by 14-year old Brooke Shields, who is being chased by drug dealers.

Brooke Shields
as Kate

George Burns
as Bill

Burl Ives
as Max

Ray Bolger
as Tom

Lorraine Gary
as Shirl

Christopher Knight
as Roy

Carl Ballantine
as Reinhoff the Remarkable

Keye Luke
as Doctor Device

Robert Doran
as Box Boy

John Schuck
as Stan