A 30-year oil-and-water friendship between free-spirited Bronx Jew CC Bloom (Bette Midler) and uptight San Francisco WASP Hillary Essex (Barbara Hershey). The two meet as children in Atlantic City and are reunited in the 1960s, when CC is a struggling singer and Hillary is trying to break free from her staid upbringing by becoming an activist. The two ladies room together, then fall out when both are attracted to off-Broadway producer John Pierce (John Heard). CC wins John, but she quickly outgrows him as she matriculates into a bawdy performer. The recently patched-up friendship between CC and Hillary is torn asunder again when Hillary and her new husband express distaste for CC's performing style. Comes the 1970s, and CC and Hillary are reunited after shedding their respective spouses. Broke again, they once more become Manhattan roommates. Their bond strengthens, but there is tragedy in store for the duo.