A wealthy Beverly Hills resident who has just become a widow, Clare Lipkin temporarily takes on her friend Lisabeth as a house guest. As the two women deal with their upper-class woes, Clare's driver, Frank, and Lisabeth's servant, Juan, make a wager to see who can be the first to seduce the other's boss.

Jacqueline Bisset
as Clare

Ray Sharkey
as Frank

Robert Beltran
as Juan

Mary Woronov
as Lisabeth

Ed Begley Jr.
as Peter

Wallace Shawn
as Howard

Arnetia Walker
as To-Bel

Rebecca Schaeffer
as Zandra

Barret Oliver
as Willie

Edith Diaz
as Rosa