Joe (Matthew Modine) and Mary (Catherine Keener) have been living together in Manhattan for six years. Joe is an actor, who has no agent no credits, but whose ambitions are very high. He works as a waiter at a cafe. Mary works as a make-up stylist for hot fashion photographer Blair, and she pays most of the pair's bills. Joe finally lowers his standards and accepts a degrading bit in a Madonna video, while his friend and co-waiter Bob gets a high-paying job on a soap opera opposite siren Kelly (Daryl Hannah).

Sahara's Apartment, 201 West 72nd Street and Broadway, Manhattan.

Sheep Meadow, Central Park (btw 66th and 69th Street) Manhattan.   The Sheep Meadow, Central Park, was the largest open meadow feature in the original plan for Central Park, New York City, as it was designed by Frederick Law Olmsted and Calvert Vaux.

Shop, 763 8th Avenue and West 47th Street, Manhattan.   The shop has since been demolished.

2nd Avenue and East 4th Street, Manhattan.

5th Avenue (btw East 23rd Street & 24th Street) Manhattan.