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Larry Lapinsky (Lenny Baker) is a young man seeking fame and discovering independence in Paul Mazursky's bittersweet comedy set in the 1950's. His mother (Shelley Winters) is distraught when he leaves his traditional family home in Brooklyn and moves to bohemian Greenwich Vilage. As a struggling actor, he gets entangled with a group of free spirits, discovers adult romance and, hardest of all, copes with his overbearing Jewish mother.