Philadelphia teenager Edna Buxton wins a talent contest during the early rock 'n' roll era, changes her name to Denise Waverly and moves to New York City to make it big. Though she flops as a recording artist, fast-talking record producer Joel Millner recognizes her songwriting talent and teams her with struggling songsmith Howard Caszatt.

Illeana Douglas
as Denise Waverly / Edna Buxton

Matt Dillon
as Jay Phillips

Eric Stoltz
as Howard Cazsatt

Bruce Davison
as John Murray

Patsy Kensit
as Cheryl Steed

Jennifer Leigh Warren
as Doris Shelley

David Clennon
as Dr. "Jonesy" Jones

Christina Pickles
as Mrs. Buxton

John Turturro
as Joel Millner

Sissy Boyd
as Dress Saleswoman