Barry Levinson's (TIN MEN, AVALON) directorial debut chronicles the relationships between a group of friends living in Baltimore in 1959. The uniting factor for this group is their fear of growing up. They spend hour after hour in the local greasy-spoon diner, joking, boasting, bragging, and ultimately escaping reality. Ladies' man Boogie (Mickey Rourke), a hairdresser by day and law student by night, is also in over his head with the local bookie. Momma's boy Eddie (Steve Guttenberg) is about to get married--but only if his fiancée passes a football trivia test. Shrevie (Daniel Stern) is married to Beth (Ellen Barkin) but is more comfortable hanging out with his friends and organizing his record collection. Graduate student Billy (Timothy Daly) is trying to sort out his own love life. And Fenwick (Kevin Bacon) is a poor little rich boy with a warped sense of humor and no direction. Paul Reiser rounds out the group as the nagging but funny Modell.