In Toronto, 15-year-old aspirant writer Sarah Norton meets 60-year-old painter Ashley St. Clair in a cafeteria while hiding from her stalker boyfriend. Ashley hasn't painted for ten years. He agrees to read Sarah's poems. They start seeing each other at his studio and Sarah falls in love with him, but Ashley does not reciprocate her feelings.

Tatum O'Neal
as Sarah Norton

Richard Burton
as Ashley St. Clair

Norma Dell'Agnese
as Ruspoli

Donann Cavin
as Smitty

Elan Ross Gibson
as Gym Teacher

Maggie Morris
as Music Teacher

Larry Ewashen
as Men at the Cinema

Robin Gammell
as Mr. Norton

Patricia Collins
as Mrs. Norton

Michael Wincott
as Paul