Annie Burroughs, Phoebe Cates, is a wild 19-year-old who has just dropped out of college and heads to Los Angeles to live with her older sister Marsha, who runs her own gallery in the city. Marsha Burroughs, Pamela Bellwood, seems to have it all: a thriving career and a loving relationship with David Mitchell, Ted Wass, a 31-year-old doctor who dreams of building his own private practice. The siblings’ bond is tested as Annie quietly settles into a world that contrasts her chaotic youth with Marsha’s polished success. Annie lands a job as a receptionist at David’s clinic, and what begins as innocent, light flirtation gradually grows into something more charged as attraction erupts between them.
A darker thread runs through Annie’s life—the uneasy, unresolved bond with her father, Tom Burroughs, Efrem Zimbalist Jr.. Years earlier, Annie witnessed her mother’s death in a street accident. Her mother, in a desperate bid to save her child, pushed Annie out of harm’s way and was herself fatally struck by a car. Since that moment, father and daughter have lived in a tense distance, with Annie feeling as if she’s not just haunted by the loss but somehow blamed for it. The painting she once hoped would be her path as a painter—a dream she abandoned after her mother’s death—lingers in the back of her mind, a reminder of what might have been.
The film’s emotional storms intensify when David fails to save a patient named Billy, who suicides, and Annie witnesses the trauma up close. The sight dredges up her past and shocks her into acknowledging feelings she’s been trying to bury. The moment leads to a kiss between Annie and David, a complicated tangle that leaves them both unsettled. David comforts Annie, insisting the kiss was only a fleeting, innocent moment, yet guilt threads through both of them, threatening to unravel their already fragile arrangements.
One night, a family party brings old tensions to the surface. Annie presents Tom with a self-made painting, a gesture meant to bridge the gap between them. Instead, the piece unsettles him because its style mirrors her mother’s, and a sharp confrontation ensues. Hurt and angry, Annie leaves the gathering, stepping deeper into a life she’s struggling to define.
When Marsha’s plans derail, Annie fills in as a stand-in for a gallery-opening date with David, and the two resume their affair in a charged, secretive atmosphere. They both feel the pull of something real, even as guilt gnaws at them and they try to keep the truth from Marsha to spare her feelings. After a tense period, Annie decides to return to college, seeking a return to some sense of normalcy amid the chaos.
David makes a last, hopeful bid to stop Annie from leaving, confessing that he loves her. The moment takes a dangerous turn when one of his drug-addicted clients attacks him, leaving him severely injured in the hospital. Annie rushes him there, and the hospital becomes the stage for the film’s most painful revelation: a nurse hints that David’s “girlfriend” helped him, and Marsha confronts the truth. Annie finally admits to being in love with David, and David, taking the weight of the situation on his shoulders, asks Marsha not to turn her back on Annie. He accepts the responsibility, trying to shield Marsha from heartbreak.
In the end, as Annie prepares to leave Los Angeles for good, she finds a path to reconciliation with both Marsha and her father. The old wound between father and daughter loosens, and Tom reassures Annie that she is not to blame for her mother’s death. With the past acknowledged and new understanding formed, Annie steps toward a future that blends her artistic impulse, her relationship with Marsha, and her evolving connection with her father, ready to face what comes next with a quieter, steadier sense of self.
