Claudia (Lauren Holly) has lived in a small, seaside, blue-collar town, all her life, hanging out with the same group of friends since primary school and not really experiencing enything else outside.
Now she's waiting on tables in a local greasy spoon in order to help support her mother.
After three years with her live-in boyfriend, Michael (Jon Bon Jovi), she is eager to tie the knot - their life together is comfortable and Michael loves her very much.
However, Claudia has dreams of life beyond her home town and is afraid that if she marries now, she'll never realize them. Claudia's sister Kelly (Connie Britton) lives with her mother and struggles with good humour to care for her fatherless baby.
Their mother hasn't left the house since Claudia's dad walked out on the family six months ago. No one understands why Claudia sympathizes with her renegade father, like him, she has a wild, restless streak and longs for more. But she can't quite put her finger on what it is she wants.
Now, when her old flame, Charlie (Edward Burns), returns from out west, she begins to wonder... maybe he's the answer to her dreams and ambitions.
Their past romance was a highly passionate one: He's the one that got away. But his California dreams have gone bust and he's back pumping gas just like he did in high school.
At first Claudia resists Charlie, but he's got the lure of that first love you never quite get over and before long she finds herself back in his arms and agreeing to run off with him.
Without being told, Michael knows what's happened and forces the inevitable confrontation. But Claudia's confusion gives way to clarity: she just doesn't love Michael the way he wants and she's not sure Charlie is the answer either.
Days later, Claudia says good bye - to both Michael and Charlie. She tosses her suitcase into the trunk of the '82 Firebird and takes off, over the bridge, in search of a life she can call her own.