Illeana Douglas delivers a superb performance as Denise Waverly, a fictional singer and songwriter whose life bears more than a passing resemblance to that of real-life pop star Carole King. Edna Buxton, the daughter of a Philadelphia steel tycoon, aspires to a career as a singer, and when against her mother's bidding she sings a sultry version of "Hey There (You With the Stars in Your Eyes)" (instead of Mom's choice, "You'll Never Walk Alone") at a talent contest, she wins a recording contact and moves to New York City. She cuts a record and gains a new stage name, Denise Waverly; however, she soon finds that girl singers are a dime a dozen in the Big Apple and her career as a vocalist goes nowhere. But she has a knack for writing songs, and eccentric producer Joel Milner (John Turturro) asks her to pen some songs for his upcoming projects. Teamed with Howard Caszatt (Eric Stoltz), a hipster songwriter who wants to express his political and social ideals through pop tunes, she finds both a successful collaborator and husband. While her work with Howard gains Denise writing credits on a string of hit records and respect within the industry, their marriage falls apart, and she becomes involved with Jay Phillips (Matt Dillon), the gifted but unstable leader of a popular West Coast surf music combo. Students of pop music history will have a ball with the various characters modeled after real-life rock legends, and the 1960s-style song score includes numbers written by Joni Mitchell and J. Mascis (of the band Dinosaur Jr.), as well as one-time King collaborator Gerry Goffin; a collaboration between Elvis Costello and Burt Bacharach, "God Give Me Strength," led to a full album written by the two great tunesmiths.