In the fall of 1954 the Kurtzmans, a Jewish family, live in Forest Park, a suburban neighborhood on the northwest outskirts of Baltimore. At the beginning of the film, Nate, the father, runs a burlesque theatre, and engages in a community numbers racket. His wife Ada stays home and takes care of the household. Van, the older son, attends the University of Baltimore, while Ben is finishing his final year in high school. Ben meets Sylvia, an African-American girl, who begins attendings his school after the district has been integrated. Ben and Sylvia immediately start to develop feelings towards each other, based on a mutual love for Little Richard, James Brown, jazz musicians, and black comedians. Sylvia's father, an affluent doctor, disapproves of their relationship, as does Ben's parents. On Halloween Ben dresses up as Adolf Hitler. This offends his parents greatly. Van and his friends head over to a party in a predominantly bourgeoisie, gentile section of Baltimore. Van is attracted to a mysterious blonde woman. A fight between one of Van's buddies and a gentile erupts and Trey, one of the party-goers crashes his car into the crowd in a fit of rage. Van must leave the mystery woman. Trey goes to court for the car crash. Van and his friends are there as witnesses. After the court sessions expires, Van asks several of the other party attendants about his the blonde woman he met. Trey discovers that the girl Van has fallen in love with is Dubbie, his own girlfriend. Meanwhile, Nate's burlesque theatre has problems. Little Melvin, a local drug dealer, defies expectations and wins the numbers racket, forcing Nate to cut Melvin a "slice of the pie". Sylvia gives Ben two tickets to see James Brown in concert. At the concert Ben and his friend are the only white patrons in the audience. Van and his friends head out to a gathering. Little Melvin abducts Ben, Sylvia and their friends from the concert in a payback to Nate's racket. Van has word that Trey is in surgery after a car accident. He and Dubbie go see him in Virginia. Nate and his associates at the nightclub are charged and booked with prostitution and racketeering. Before leaving for prison, he manages to attend Ben and Sylvia's high school graduation. She is attending a historically black college in the South, and he is staying to attend either the University of Maryland or, like Van, the University of Baltimore. At the end of the film, Ben looks back at his childhood with memories of Sylvia, his father, and his bittersweet coming-of-age in 1950's Baltimore.
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