Sally Matthews (Sarandon) is a waitress in a casino in Atlantic City, New Jersey. She has the apartment next door to an elderly former gangster, Lou Pascal (Lancaster). One day her dirtbag husband Dave shows up, toting along Sally's sister Chrissie, whom Dave has impregnated. Dave is also toting along a bag full of cocaine that he stole back in Philadelphia. Dave enlists Lou to help him sell the cocaine, but Dave promptly gets murdered by the gangsters he stole from. This leaves Lou with a large stash of cocaine that he starts selling himself, spending the money on crisp new suits and romancing the enchanting Sally. However, the gangsters that Dave stole from are still out there, looking for their cocaine.
One of 41 films to get nominated in all the "Big Five" Academy Award categories (Picture, Director, Actor, Actress, Screenplay), although it didn't win any.
- Artistic License Geography: The elephant-shaped building Chrissie sees in the opening sequence is Lucy the Elephant, a landmark in Margate, NJ. Margate is south of Atlantic City. The vehicle she is in is clearly traveling south, AWAY from Atlantic City.
- Bookends: An old Atlantic City hotel is imploded near the start of the film. Another is being demolished via wrecking ball as the credits roll.
- The Cameo: Robert Goulet pops up in one scene, performing at a hospital benefit. (And he gets a "Special Guest Star" credit.)
- Canada, Eh?: Sally Matthews, her husband, and her sister are all from Moose Jaw, Saskatchewan.
- Coincidental Broadcast: Two different well-timed news reports about the double murder as Lou and Sally are holed up in a hotel room. Then as Sally's driving away, public radio starts a broadcast about the wines of France, where Sally is headed.
- Damn, It Feels Good to Be a Gangster!: Lou is obviously enjoying himself when he's selling coke and splurging on his sexy neighbor, but when he finally kills two people, he's really really happy. See Evil Feels Good below.
- Did Not Get the Girl: Maybe only because he wanted to go to Florida instead of take her to France. But Sally takes the drug money and splits, with Lou seeing her take it and letting her go.
- Diegetic Switch: The opera "Norma" is sometimes playing on Sally's tape player, and is sometimes playing over the soundtrack, like when Sally is dashing to her blackjack dealer class.
- Dies Wide Open: Dave, after getting in way over his head and getting stabbed by some gangsters.
- Drowning My Sorrows: Lou is drinking heavily, from a flask, as he sits on the bus headed out of town after failing to protect Sally.
- Evil Feels Good: When Lou finally pulls out his gun and shoots the two gangsters to death, he is absolutely giddy, beside himself with glee over having finally gotten to kill some people and prove his manhood to Sally. He is even more thrilled and excited when a police sketch of the suspect looks nothing like him. He calls Grace to brag about it. He even brags to a random hotel desk clerk about it.
- Face Framed in Shadow: Sally as she approaches Lou, with her shirt undone, while he tells her about how he likes to peep on her through the window. Then again later as he tries to talk her into going to Florida with him.
- Facial Composite Failure: Lou is pretty darn happy when the police sketch of the double murder suspect looks nothing like him.
- Fanservice: Well known for the scene where a topless Susan Sarandon coats her upper body in lemon juice (it's to cut the fish smell from working at an oyster bar).
- Fingertip Drug Analysis: The nightclub owner with connections does this when Dave approaches him to move the product. Apparently Sally has some familiarity with cocaine as well, as she does this after finally finding out what's going on.
- Granola Girl: Chrissie is all about this. She thinks that Dave is a reincarnated soul who has had lives going back to ancient Egypt, she thinks that Jesus would be a Hare Krishna if he were still around, she feels no awkwardness over sleeping with her sister's husband, and she has no problem with Dave selling "dope" because "dope belongs to the whole world."
- Gratuitous French: The exceedingly-French Joseph tends to spout off in his native tongue at random.
- Happy Ending: With a dash of Bittersweet Ending as well, because Lou Did Not Get the Girl. But Sally leaves town, finally realizing her dream of going to France and Monte Carlo. Lou literally gets away with murder, and is left selling off the rest of his cocaine and enjoying retirement with Grace, who has developed a new respect for him.
- Intimate Open Shirt: An intimate moment between Lou and Sally culminates with Lou telling her how he used to watch her through her window as she washed her breasts. The scene cuts to show Sally kneeling in front of Lou with her blouse completely unbuttoned and her cleavage on display. Sex follows.
- I Was Quite a Looker: Aged former beauty Grace tells Chrissie stories about how she came to Atlantic City for a Betty Grable look-alike contest, then says "I was a princess."
- MayDecember Romance: Between gray-haired old hoodlum Lou and luscious young Sally. (When this film was released Lancaster was 67 and Sarandon was 34.)
- Miles Gloriosus: Lou likes to tell stories about how he worked for the likes of Lucky Luciano and Bugsy Siegel, and how he had to kill people from time to time as part of his duties as a mob hood. Towards the end of the film he admits to Sally that he never killed anybody and the sum total of his experience with Bugsy Siegel was ten minutes in a shared holding cell.
- The Peeping Tom: Lou, whose window is opposite Sally's, likes to watch her nightly topless-douse-with-lemon-juice ritual. Apparently she had a hunch that someone was watching, and when he confesses, it leads to sex.
- The Place: Atlantic City, New Jersey, which in 1980 was even more dilapidated and grungy than it is now.
- Sexy Discretion Shot: Sally kneels in front of Lou, with her blouse hanging open—and the film cuts away.
- Sibling Triangle: Dave is married to Sally, but Chrissie is carrying his baby. Sally's pretty pissed.
- Would Hit a Girl: Well, they are murderous drug runners, so it's no surprise that one of them smacks Sally in the face when demanding their money back.