The story follows Elgin (Katt), a college student who experiences his first romantic and sexual relationship with older coed, Caroline (Dey). Caroline must choose between an older man she is seeing and the younger Elgin. Fine acting by both stars helped make this critically acclaimed by some for its candid frank portrayal of romantic relationships. This was also a groundbreaking film for its director.

Cast:
William Katt ... Elgin Smith
Susan Dey ... Caroline
John Heard ... David
Beverly D'Angelo ... Shelley
Robert Loggia ... John March
Tom Lacy ... Professor Oxton
Swoosie Kurtz ... Marsha
June Barrett ... Felicia
Pat O'Hara ... Guard
Judy Kerr ... Secretary
Jenny Hill ... Girl in Bar

Directed by: Joan Darling
Writers: Harold Brodkey and David Freeman