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.