In 1959 Baltimore, former school chums facing adulthood find solace at the local diner, where the banter between groom-to-be Eddie (Steve Guttenberg), best man Billy (Tim Daly), womanizer Boogie (Mickey Rourke), married Shrevie (Daniel Stern) and quirky Modell (Paul Reiser) ranges from girls to growing old. Ellen Barkin and Kevin Bacon co-star in writer-director Barry Levinson's debut feature, which received an Oscar nod for Best Screenplay.