Phoebe Cates stars as Annie Burroughs, a 19-year-old college dropout who moves in with her older sister Marsha and begins an affair with her boyfriend David Mitchell, played by Ted Wass. As their relationship deepens, Annie must confront the guilt and emotions that arise from her troubled past, including her complicated feelings towards her father Tom, played by Efrem Zimbalist Jr., whom she blames for her mother's tragic death. The film explores themes of love, relationships, and family dynamics as Annie navigates her desires and ultimately finds a path towards reconciliation with those closest to her.