Lisa and Marcy are mistakenly arrested as prostitutes in San Francisco; Captain March is reunited with an old Air Force buddy who has undergone a sex change and is now an attractive woman while the girls drop in on old friends who have also undergone significant changes over the years.
| Name | Type | Role | |
|---|---|---|---|
| Laura Levine | Writer | ||
| Marvin Kaplan | Guest Star | Cutler | |
| Peter D. Greene | Guest Star | Policeman | |
| Harvey Lembeck | Guest Star | Clerk | |
| Roger Kern | Guest Star | Lewis | |
| Kay Medford | Guest Star | Mrs. Charles | |
| Aldine King | Guest Star | Annie | |
| Susan Tyrrell | Guest Star | Sam | |
| Arsenio Sonny Trinidad | Guest Star | Court usher | |
| Brooke Bundy | Guest Star | Cher | |
| Richard Foronjy | Guest Star | Martin | |
| Leigh Christian | Guest Star | Claudia | |
| Dan Frazer | Guest Star | Mr. Charles | |
| Sigmund Neufeld Jr. | Director |