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After her husband dies, Alice and her son, Tommy, leave their small New Mexico town for California, where Alice hopes to make a new life for herself as a singer. Money problems force them to settle in Arizona instead, where Alice takes a job as waitress in a small diner.

Ellen Burstyn
Alice Hyatt

Alfred Lutter
Tommy

Kris Kristofferson
David

Harvey Keitel
Ben Eberhardt

Diane Ladd
Flo

Lelia Goldoni
Bea

Billy Green Bush
Donald Hyatt

Jodie Foster
Audrey

Valerie Curtin
Vera

Vic Tayback
Mel

Murray Moston
Jacobs

Harry Northup
Joe & Jim's Bartender

Lane Bradbury
Rita Eberhardt

Mia Bendixsen
Alice - Age 8

Dean Casper
Chicken

Marty Brinton
Lenny

Ola Moore
Old Woman

Laura Dern
Girl Eating Ice Cream Cone (uncredited)

Tami Conner
Mother (uncredited)

David Adams
Diner at Mel & Ruby's (uncredited)

Jackie Bridges
Owner of Country Western Bar (uncredited)

Steve DeFrance
Diner at Mel & Ruby's (uncredited)

Jan Eddy
Store Clerk (uncredited)

Arnold Herzstein
Man Outside the House (uncredited)

Henry Kendrick
Music Store Clerk (uncredited)

Frank Kennedy
Lou - Owner of Piano Bar (uncredited)

Lambert Marks
Bea's Husband (uncredited)

Don Starr
Diner at Mel & Ruby's (uncredited)

Tiny Wells
Hurricane Bar Owner (uncredited)

Bob Westmoreland
Policeman (uncredited)

Martin Scorsese
Diner Patron (uncredited)

Helen E. Hintz
Lady at Bathroom Door (uncredited)

Molly Starr
Diner at Mel & Ruby's (uncredited)