Writer/director Barry Levinson returns to his home town of Baltimore, where he previously set three nostalgic features ( Diner , Tin Men , and Avalon ) for this story of two brothers growing up in the tumultuous days of 1954, as rock 'n' roll, the atom bomb, and the civil rights movement changed the way teenagers looked at the world. One of the brothers has fallen in love with a beautiful girl who, to the chagrin of his family, is a blonde-haired, blue-eyed Protestant, while the other has an even bigger shock for his folks: his new girlfriend is black. Joe Mantegna and Bebe Neuwirth play the parents, with Adrien Brody , Vincent Guastaferro , Orlando Jones , David Krumholz , and Kiersten Warren also topping the cast. Tom Waits wrote several original songs for the film, while Andrea Morricone (daughter of Ennio Morricone ) wrote the score. — Mark Deming