Illeana Douglas plays Denise Waverly, a singer/songwriter who doesn't quite make it big in New York, ending up writing right-on songs for husband Eric Stoltz before, frustrated at the dead-end her career is at, she cuts loose and ends up with Matt Dillon, who heads a West Coast surf group. Allison Anders' affectionate tale of the '70s rock scene is largely recognised to be based on the life of Carole King and rock fans will have a field day spotting who the characters surrounding her are based on.