Harry Lewis (Stuart Paul, Elliott Gould) grew up in the Bronx, New York with grand ambitions. He married the most beautiful girl in school, Sue (Michelle Pfeiffer, Susannah York), and planned to become an architect. Years later, Harry and Sue, unhappy now and nostalgic for their past, are living in Los Angeles and running a garment business. An invitation to their high school reunion persuades them to return to their roots, and their lives together are recalled in flashback on the cross-country drive to New York.