Sixteen-year-old Michael Dunn arrives at St. Basil's Catholic Boys School in Brooklyn circa 1965. There, he befriends all of the misfits in his class as they collide with the repressive faculty and discover the opposite sex as they come of age.

After being dumped by her live-in boyfriend, an unemployed dancer and her 10-year-old daughter are reluctantly forced to live with a struggling off-Broadway actor.