Deftly directed by Mark Rydell, this poignant romantic drama features a stunning all-star cast that includes James Caan, Marsha Mason, Eli Wallach, Burt Young, Sally Kirkland and Dabney Coleman.

His ship docked in Seattle, Navy man John Baggs Jr. (Caan) has a "Cinderella Liberty" pass, meaning he can be out until midnight - so he intends to make the most of his evening. And things are clearly going his way when he "wins" call girl Maggie Paul (Mason) in a pool game. But once Baggs finds out that Maggie has an 11 year-old son and another baby on the way, he backs off - anxious to rid himself of complications he just can't contend with. That is - until he falls in love.