Widow Jean Miller thinks she's ready for a new romance with her high school sweetheart, Sam Morrissey, a physician of considerable means. The only thing standing in the way of rekindling this first love is the presence of his very attractive, very together 39-year-old girlfriend, Claire.

Bea Arthur
as Jean Miller

Richard Kiley
as Sam Morrissey

Joan Van Ark
as Claire Thomas

Barbara Barrie
as Ruth Waxman

Anne Francis
as Terry

Richard Herd
as Chet Townsend

Edith Fields
as Marion

Kate Charleson
as Barbara

Julia Meade
as Chris Baker

Tom Fridley
as Ray McDonald