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| Illeana Douglas | Denise Waverly/Edna Buxton |
| Matt Dillon | Jay Phillips |
| Eric Stoltz | Howard Cazsatt |
| Bruce Davison | John Murray |
| Patsy Kensit | Cheryl Steed |
| Jennifer Leigh Warren | Doris Shelley |
| John Turturro | Joel Millner |
| Chris Isaak | Matthew Lewis |
| Bridget Fonda | Kelly Porter |
| Peter Fonda | Guru Dave |
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 . The ups and downs of Denise's career parallel the tumult of the 1960s pop scene.
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