Max Baron is a Jewish advertising executive in his 20s who's still getting over the death of his wife. Nora Baker is a 40-something diner waitress who enjoys the wilder side of life. Mismatched or not, their attraction is instant and smoldering. With time, however, their class and age differences become an obstacle in their relationship, especially since Max can't keep Nora a secret from his Jewish friends and upper-crust associates forever.
Acting
Sarandon radiates messy, unapologetic vitality.
Writing
Dialogue that actually lets women over 40 want sex.

Director
Luis Mandoki
Trivia, insights & behind the scenes
The film quietly interrogates 1980s Jewish American upward mobility—Max's embarrassment of Nora mirrors his own shame about his roots.
Susan Sarandon and James Spader reportedly fought for the explicit sex scenes to stay un-cut; studio wanted them trimmed for wider release.