Toronto. Sixteen-year-old Sarah Norton (Tatum O’Neal) sneaks into a porno theater. Among the otherwise exclusively male audience is the sleeping Ashley St. Clair (Richard Burton). She disturbs him as she leaves the theater. Later, while she is hiding from her boyfriend Paul (Michael Wincott) in a restaurant, Sarah sees Ashley again. They talk. She gives him her journal to read. He invites her to his studio. He encourages her to write. She persuades him to paint again. And so begins this May-September romance.