In New York City, Karen (Rainbow Harvest) is a streetwise teen from a lower-middle-class family who pursues a friendship with 11-year-old Lonnie (Sarah Boyd). Lonnie is from a wealthy, upper-class family. After becoming friends, they expose each other to the very different lifestyles they live. In the process, they learn lessons each culture has to offer. The situation becomes complicated when Karen's brother, Johnny (Neill Barry), shows interest in Lonnie and Lonnie begins to develop a crush on him. Soon, a sensual new neighbor (Roxanne Hart) moves into Karen's family's apartment building and Johnny becomes slightly infatuated with her. Circumstances arise that will test Karen and Lonnie's friendship.