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|Arabella Field||Lori - Phil's Wife|
|Kristin Scott Thomas||Caroline|
|John Hoyt||Big Toe (as John Glen Hoyt)|
|Charles Q. Murphy||Saxophone Man (as Charlie Murphy)|
|Helen Haft||Real Estate Broker|
|John Norman Thomas||Cabbie|
|Lianna Pai||Ting (as Liana Pai)|
|Roscoe Lee Browne|
|Charlie Murphy||Saxophone Man|
The film revolves around four friends and their relationships with women. Set to the background of upscale Manhattan bars, lofts and apartments, the guys engage in sharp banter and one-upsmanship. The characters, Mark, a therapist (Jon Cryer); Runyon, a playwright (Tim Guinee); Josh, a playboy (Adrian Pasdar) and Phil, a plumber (Adam Oliensis), try (generally unsuccessfully) to sort out their troubled love-lives. Mark and his girlfriend (Kristen Wilson) are hung up over moving in together; Runyon is hung up over his old girlfriend Kathryn (Dana Wheeler-Nicholson), who has moved to Los Angeles; the womanizing Josh is hung up on Phil's sister, Gina (Paige Turco), who has an abusive husband; Phil, who is married with children, finds himself hung up on an English interior designer (Kristin Scott Thomas).The characters in the film spend much of their time trying to decipher the word "pompatus," wondering whether they are mis-hearing the lyrics: "Prophetess"? "Impetus"? "Profitless"? "Impotence"? "Pompous Ass"? Pom-pom tits?