In the early 1960s, two very different New Jersey high schoolers share their first love in this bittersweet romantic drama, an early feature by writer/director John Sayles. Jill Rosen (Rosanna Arquette) is a sweet, overachieving Jewish girl heading for college to become an actor; "Sheik" Capodilupo (Vincent Spano) is a mysterious, confident Italian guy who pushes his way into Jill's already busy life. Sheik successfully woos Jill, and the story follows their ups and downs as teenage romantics. While that introduction is lighter fare than most Sayles material, the film trails off into some unexpected plot developments, providing an original take on the "different sides of the track" genre. Sayles directs the high school scenes with a combination of reminiscence and reality, balancing the excitement of cars and the prom with the heartache, anxiety, and classwork that goes along with it. The movie is injected with a mostly 1960s soundtrack, yet the videocassette lists that "some music has been changed" for home video -- the note apparently refers to four Bruce Springsteen cuts. Matthew Modine and Tracy Pollan appear in small parts, and Robert Downey Jr. also has a tiny role. This was the fiercely independent Sayles' first film to be made with a major studio (Paramount), and he claims it will be his last, as he lost final editing control.