Set in the 1970s and amidst the counterculture chic. Willie (Michael Ontkean), a high school English teacher who plays jazz piano and Phil (Ray Sharkey), a fashion photographer, meet coming out of the Bleecker Street Cinema where Jules and Jim has just been shown and become friends. They both fall in love with Jeannette (Margot Kidder) a girl from Kentucky.

Cinema, 144 Bleecker Street and Laguardia Place, Manhattan.   Bleecker Street Cinema was located at 144 Bleecker Street and was a landmark of Greenwich Village until it closed in August 1990, due to sharp increases in rent.

Washington Square Gardens, Greenwich Village, Manhattan.

George Washington Bridge, Manhattan.

6th Avenue and West 3rd Street, Manhattan.

Sheridan Square and Grove Street, Manhattan.