One of the earlier films of the determinedly independent writer/director John Sayles, this slice-of-life drama, set in 1960s New Jersey, centres on the efforts of an Italian Catholic boy (Vincent Spano) to romance a middle-class Jewish girl (Rosanna Arquette). Sayles's talents weren't yet fully formed and the film rather runs out of steam in the later stages, but the attention to detail and some bursts of typically sharp dialogue are indicative of the movie mastery he would exhibit in later films. Matthew Modine makes his film debut and there's an early appearance by Robert Downey Jr.

In a 1966 New Jersey high school, Jill and new student Sheik from the other side of the tracks make their way in a first love romance.