Treat Williams ... Arnold Friend
Laura Dern ... Connie
Mary Kay Place ... Katherine
Margaret Welsh ... Laura
Sara Inglis ... Jill (as Sarah Inglis)
Levon Helm ... Harry
Elizabeth Berridge ... June
Geoff Hoyle ... Ellie
William Ragsdale ... Jeff
David Berridge ... Eddie
Cab Covay ... Pick-up Driver
Michael French ... Stan
Joy Carlin ... Laura's Mother
Mark McKay ... Bobby King
Carl Mueller ... Mall Boy
David O'Neill ... Mall Boy
Craig Caddell ... Mall Boy
Darian Alioto ... Mall Creep
Gary Harris ... Mall Creep
Sally Schaub ... Saleslady
William Desmond ... Laura's Dad
Michael Vaughn ... Leroy
Rob Blair ... Beach Boy
Edgar Kahn ... Beach Boy
Spenser Mains ... Eddie's Friend

Based on the short story "Where Are You Going, Where Have You Been?" by Joyce Carol Oates, this film chronicles 15-year-old Connie Wyatt's sexual awakening in the Northern California suburbs. Before she enters her sophomore year in high school, she spends the summer moping around her family cottage. Connie passes the time cruising the shopping mall with her friends and flirting with boys at a local burger stand. However, her flirting begins to get out of hand when the mysterious stranger Arnold Friend takes an interest in her.

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