Ann, an attractive widowed New York model, lives in an apartment with her daughter Peggy. The courtship of Ann by visiting engineer Larry, and accompanying misadventures, are seen alternately from their and Peggy’s viewpoint.

Before Breathless or Shadows helped invent independent cinema, there was Morris Engel and Ruth Orkin. Together they pioneered the use of shooting on location, non-professional actors and handheld cinematography to weave intimate humanist portraits of working class life in New York City.