Nick is desperate, holed up in a cheap hotel, suffering from an ulcer and convinced that a local mob boss wants him killed. Desperate and terrified, he calls Mikey, his friend since childhood and a fellow gangster. So begins a long night…

Peter Falk
as Mikey

John Cassavetes
as Nicky

Ned Beatty
as Kinney

Rose Arrick
as Annie

Carol Grace
as Nellie

William Hickey
as Sid Fine

Sanford Meisner
as Dave Resnick

Joyce Van Patten
as Jan

M. Emmet Walsh
as Bus Driver

Sy Travers
as Hotel Clerk