Sixteen-year-old Michael Dunn arrives at St. Basil's Catholic Boys School in Brooklyn circa 1965. There, he befriends all of the misfits in his class as they collide with the repressive faculty and discover the opposite sex as they come of age.

• Silver Screen Partners
• HBO Films
• Donald Sutherland
• John Heard
• Andrew McCarthy
• Mary Stuart Masterson
• Kevin Dillon
• Malcolm Danare
• Jennifer Dundas
• Kate Reid