Painfully shy Sheila Levine, Jeannie Berlin, leaves Pennsylvania for New York City against her parents’ wishes, who want her married off. She moves in with Kate, a sexy, extroverted aspiring actress with a busy social life, and finds herself pulled into a glittering, fast-paced world she has only glimpsed from afar. At Kate’s urging, Sheila steps into a nightclub scene and meets Sam, a bachelor doctor, Roy Scheider who convinces the naive young woman to spend the night with him. The encounter is intense and intimate, and Sheila experiences what she calls the first good sex of her life. When she voices romantic feelings afterward, Sam makes his position clear in blunt terms, insisting that their night together was simply “a one-night stand, satisfying an urge.” The rejection lands with a sting, and Sheila leaves his apartment feeling shattered and resolute: she never wants to see him again.
Some time later, the two cross paths again when Sam arrives at Sheila’s apartment to pick up Kate for a blind date. The spark is still there between Sheila and Sam, but Kate’s presence shifts the dynamic, and she easily captures Sam’s attention. What should have been a simple reunion becomes a complicated triangle as Kate and Sam begin a steady, burgeoning relationship. The contrast between Sheila’s quiet longing and Kate’s bold, outward confidence deepens the emotional ache, and Sheila watches as her longing for Sam grows alongside the real-world consequences of his attention.
When Sheila’s younger sister marries, she returns to her parents’ home in Pennsylvania, hoping to find belonging there. Yet the old life no longer fits, and she comes to realize that what she truly misses is Sam and the world that Kim—err, Kate—has built around him. This realization drives her back to New York City, where she resolves to win Sam back, even as she recognizes the complexity of the triangle that now defines everyone’s lives. But she discovers that Sam and Kate are now engaged, and Kate is pregnant. The truth that unfolds is harsher still: Kate confides that Sam is marrying her because he believes the baby is his, but the child is someone else’s. Kate plans to have an abortion once they are married, adding a layer of moral ambiguity to an already tangled situation.
Back in the city, Sheila refuses to disappear. She throws herself into a new career path, pivoting toward producing children’s records, a dream that gives her purpose despite the upheaval in her love life. The menial, practical work becomes a lifeline as she builds a future of her own making, separate from the messy romance that defined her earlier days.
In time, Sam comes to a painful, undeniable truth: his heart lies with Sheila, not Kate. The relationship with Kate dissolves as Sam and Sheila confront their feelings. He proposes to Sheila, presenting a hopeful future, but the film closes before she answers, leaving the final choice—and the fate of their fragile romance—hanging in the air. The ending preserves the tension between longing and possibility, suggesting that love, in its fragility and stubborn persistence, may still find a way forward even as lives diverge.