
            In 1963, Edna Buxton (Illeana Douglas) is a steel heiress living in Chestnut Hill, Philadelphia, who wants to be a singer and enters a local talent contest. She plans to sing "You'll Never Walk Alone," until, backstage, she meets a blues singer named Doris Shelley (Jennifer Leigh Warren) who is belting out "The Blues Ain't Nothin' (But a Woman Cryin' for her Man)." Doris advises Edna to follow her heart, so Edna sings "Hey There" instead and wins the contest. She uses some of her own money to record a demo of her first original song, "In Another World". Record producer Joel Milner (John Turturro) likes the demo but says he cannot market a girl singer-songwriter. He becomes her agent, renames her "Denise Waverly" and invents a blue-collar persona for her. Milner also reworks her song for a male doo-wop group, the Stylettes, and the song becomes a hit.Denise (formerly Edna) moves to New York and becomes a professional songwriter in the Brill Building. Over the next several months, she worries that she will not be able to pen a follow-up to "In Another World," but Milner encourages her to look at the world around her. She meets fellow songwriter Howard Caszatt (Eric Stoltz), and after a difficult first encounter she becomes professionally and romantically involved with him. She also meets once again with Doris, who is now an unsuccessful young singer, and persuades Milner to let Doris and her group audition. Milner likes the group and the song Denise has written, and he renames them the Luminaries.The group is a success, and disc jockey John Murray (Bruce Davison) credits Denise with "sparking the craze for girl groups." Denise and Howard write a song about the condition of working class black girls in New York City. Denise then suggests that she and Howard should write a wedding-themed song for the Luminaries. Howard refuses, but when Denise reveals that she is pregnant with Howard's child - and is herself an heiress - they get married and have a daughter. However, Howard starts flirting with Cheryl Steed (Patsy Kensit), a newly hired English songwriter.In 1965, Joel asks Cheryl and her husband Matthew (Chris Isaak) to write a song for the Luminaries. The result becomes a hit. Howard, annoyed, concedes that Denise's instincts were right. Then Joel asks Denise and Cheryl to collaborate on writing a song for closeted lesbian ingenue singer Kelly Porter (Bridget Fonda). Denise agrees, even though she dislikes Cheryl, but when she arrives home unexpectedly and finds Howard in bed with another woman, she takes her child in a cab to the studio and tells Cheryl what has happened. Cheryl holds and comforts Denise, and the two become close friends. Denise learns that she is pregnant with Howard's second baby; Cheryl convinces her to go to an obstetrician, who safely performs an illegal abortion.Over the next few years, Denise throws herself into her work and becomes a highly successful songwriter. Having broken up with Howard, she has a brief but unhappy affair with the married John Murray, which ends when he moves with his family to Chicago.With the British Invasion, the Brill Building songwriting machine has become obsolete. Milner tells Denise she should not be so sad, because she forced him to take chances he would have never had the courage to tackle alone. He finally allows her to become a singer, and introduces her to Jay Phillips (Matt Dillon), the singer, songwriter and producer of a popular surf-rock group. Denise initially hates Jay's music, but agrees to let him produce her. She writes and sings "God Give Me Strength," and she is delighted when he gives the song a skilful orchestral arrangement. However, the record bombs, and Denise blames herself for making the song too personal. Denise and Jay become a couple and re-settle in California at the height of the hippie movement. Denise is soon reunited with her old friend Cheryl who is working as a songwriter in Los Angeles. She and Denise collaborate on songs for a Bubblegum pop TV show called 'Where the Action Is'.Jay is affectionate but also childlike, reclusive and a heavy drug user, and becomes increasingly paranoid. He disapproves of Denise writing songs for the TV show, insisting that it's beneath her. His band mates distance themselves from him, leaving him to work alone in his studio. In a fit of paranoia, he accuses Denise of stealing tapes from him, but when it turns out that he threw the tapes over the studio balcony in a fit of irritation and then forgot that he had done so, Denise is distressed. He also takes his and her children to the museum and forgets to bring them home. While Denise is at a club with Doris, Jay, directionless and in despair at his inability to be more responsible, wanders into the ocean and drowns. Numbed by Jay's death, Denise retires with her two children to a hippie commune in the mountains above Palm Springs and adopts yet another father-figure in the commune's guru.Joel Milner visits Denise in the commune and takes her and her children out to dinner. That night, he confronts her with her constant reliance on men for guidance and her failure to take responsibility for her own talent. Denise's suppressed anger spills out, and she screams at Milner that he is a "fucking leech" who exploited her. He agrees with her, and the more he agrees with her the angrier she becomes, until he deliberately provokes her by throwing his drink into her face. She strikes him and then collapses in tears, grieving for Jay. Milner consoles her and the two are reconciled.In the closing sequence (set in 1973), Denise is seen confidently recording and producing her first solo album 'Grace of My Heart' with her extended family and friends in attendance.
    

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