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All of Me is a 1984 American fantasy comedy film directed by Carl Reiner and starring Steve Martin and Lily Tomlin. This film is based on the unpublished novel Me Two by Edwin Davis. The title song and theme of the movie is the 1931 song, "All of Me".


Dissatisfied 38-year-old attorney Roger Cobb (Martin) is dating his boss' daughter and is also an aspiring jazz guitarist. A difficult, eccentric millionairess named Edwina Cutwater (Tomlin) has been bedridden since childhood. Edwina, who has employed Roger's law firm to manage her estate, asks him to make some unusual final arrangements to her will.

Having discovered she is dying, Edwina has enlisted the aid of a culture-shocked mystic named Prahka Lasa (Richard Libertini), who has mastered the secret of transferring human souls. She has made an arrangement with Terry Hoskins (Victoria Tennant), a beautiful young woman. Edwina wants her own soul placed in Terry's vacated body so that she can finally experience youth and health. Roger is to change Edwina's will so that Terry, her future self, is her sole beneficiary. Unsurprisingly, Roger believes the whole plan is "bananas".

Edwina dies at the law office. The soul-transfer works, but the bowl temporarily holding her soul falls out the window and hits Roger. Roger ends up with Edwina's soul sharing his body. She has control over the right side of his body and he the left. She causes him to lose both his girlfriend and his job. Besides being able to hear her thoughts, Roger talks to Edwina's image that appears in mirrors and other reflective surfaces. Their relationship gradually warms up, but both of them want Edwina out of his body. Meanwhile, Terry is shocked to learn that the soul transference really works, as she only agreed to it to get Edwina's fortune. Terry tries to prevent Roger from finding the guru by sending him to the airport with a plane ticket, but when the holy man shows up again unexpectedly, she refuses to cooperate.

Roger pledges to help Edwina transfer to Terry's body as originally planned with the guru's help. They, along with Tyrone Wattell (Jason Bernard), Roger's blind friend and fellow musician, pose as band members and sneak into a party Terry is throwing at her mansion, newly inherited from the deceased Edwina.

Guru Prahka successfully transfers Edwina's spirit back into the bowl, but when Roger attempts to force Terry to touch the bowl, it is flung into a bucket of water, transferring Edwina into the liquid. Prahka explains that he must repair the dented bowl before her soul can be transferred again. Terry summons security to apprehend Roger and the bucket. Roger flees and pours the water into a pitcher, which he gives to Tyrone for safekeeping.

Roger allows himself to be caught with the bucket, which he has filled with ordinary water. Terry, however, appears with the pitcher, which she empties into a flower bed. Believing Edwina to be lost forever, Roger despondently wanders around the mansion as the party continues into the night.

When he reunites with Tyrone, Roger discovers that his friend, mistaking the water for gin, had drunk from the pitcher before Terry took it, thereby transferring Edwina into his own body. Guru Prahka, having repaired the bowl, sends Edwina back into Roger.

Roger, Prahka and Tyrone sneak into Terry's bedroom to attempt another transference, but she meets them at the door with a loaded gun. She intends to kill Roger and pass him off as an intruder, but Roger manages to gain the upper hand. Rather than go to jail for life as a "three-strikes loser," Terry consents to having her soul placed into the body of her favorite horse and to let Edwina take up residence in her body as originally planned. The final shot shows Roger and Edwina (who now resides in Terry's body) dancing together.


  • Steve Martin as Roger Cobb
  • Madolyn Smith as Peggy Schuyler
  • Victoria Tennant as Terry Hoskins
  • Lily Tomlin as Edwina Cutwater
  • Richard Libertini as Prahka Lasa
  • Dana Elcar as Burton Schuyler
  • Jason Bernard as Tyrone Wattell
  • Selma Diamond as Margo
  • Eric Christmas as Fred Hoskins
  • Gailard Sartain as Fulton Norris
  • Neva Patterson as Gretchen
  • Michael Ensign as Mr. Mifflin
  • Peggy Feury as Dr. Betty Ahrens

In an interview, Martin described his sense of his character Roger Cobb: "This man is not an idiot. He is a contemporary person with some brains, [...] he's not naive or a victim of circumstances. He's an intelligent man who happens to get caught in a disaster. That's a big difference between this role and any other part I've played. [...] For the first time I'm in a story with a beginning, middle, and end. It's old-fashioned and solid [...] This movie was like going to school. I learned a lot about structure and character."[2] He stated in Steve Martin: The Magic Years, "My mature film career started with All of Me and ends with L.A. Story."


The film received an 85% Rotten Tomatoes score based on 41 reviews. On release, The New York Times described the film: "Some things simply have to be seen to be believed, and the sensational teamwork of Steve Martin and Lily Tomlin in All of Me is one of them [...] Mr. Martin's astonishing performance is the film's most conspicuous asset, but the entire cast is good.


Award Category Subject Result
Golden Globe Awards Best Actress – Motion Picture (Musical or Comedy) Lily Tomlin Nominated
Best Actor – Motion Picture (Musical or Comedy) Steve Martin Nominated
National Society of Film Critics Award Best Actor Won
New York Film Critics Circle Award Best Actor

Following the film

Steve Martin and Victoria Tennant met during the making of the film and were married in 1986, staying together until 1994.[3]

Home Media

Ironically, for one of Steve Martin's most noted films, this has not had anything but a low-res 3:4 full frame transfer released on DVD in 2003. This has released on New Line Home Entertainment by DVD in March 30, 2004, anamorphic widescreen 1.85:1.


In 2012, DreamWorks announced a remake of All of Me is currently in the works. Abby Kohn and Marc Silverstein will be writing, and John Davis will be producing.

Television series

As of October 2015, NBC planned to develop a television series of All of Me with Betsy Thomas serving as writer and executive producer/showrunner of the show.