Set in Philadelphia society in the 1940s/1950s. The two leads- Newman and Rush are excellent, but it is Vaughan as Newman's alcoholic buddy who gives the best performance- he was nominated for an Oscar. Billie Burke as the rich, eccentric little old lady is a delight. Alexis Smith as the attractive frustrated wife married to Newman's elderly boss gives a great performance. Several of the other supporting players- Keith, Picerni, John Williams as Rush's father, and Krueger as Newman's boss are excellent. I own the video and have watched the movie numerous times.