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In 1958 Edna Buxton (Ileana Douglas) wins a songwriting competition, and although her prize of a New York recording contract proves to be a con, she changes her name to Denise Waverly and turns professional. In the 1960s she works for publisher Joel Millner (John Turturro), and marries songwriting partner Howard Caszatt (Eric Stoltz). When he is unfaithful, Edna turns to rock producer Jay Phillips (Matt Dillon), but all the while Edna strives for success as a singer in her own right. Loosely based on the life of Carole King, with original songs in period style supplied by the likes of Burt Bacharach and Elvis Costello.