Hillary (Barbara Hershey) is an unprepossessing WASP and Cecilia (Bette Midler) is an aspiring Jewish nightclub singer. But what began as an improbable friendship on the Atlantic City boardwalk becomes an unbreakable bond that's tested repeatedly when the chips are down. As the girls come into adulthood, they alternately fight over the affections of the same man (John Heard) and help each other manage their complicated lives.