Rocky Papasano (McQueen) is a musician eking out an uncertain existence in New York. One day when he's at the musician's union hall looking for work, he is met by one Angie Rossini (Wood), a Macy's shop clerk. Rocky fails to recognize her, but Angie assures him that they did meet at a hotel where Rocky had a gig a few weeks ago. Also, as a result of that meeting, Angie is pregnant.
Angie wants nothing more from Rocky than help finding a doctor. Since this is 1963, finding an abortion doctor willing to do an illegal procedure in secret is a challenge. Rocky and Angie's trip to a dirty vacant apartment, where they are met by a distinctly shifty-looking midwife, leads to Rocky pulling Angie out of there and offering to marry her. Angie doesn't want a Shotgun Wedding, though, and romantic complications ensue.
- Back-Alley Doctor: The setting for Angie's back alley abortion couldn't be scarier. Rocky and Angie meet a scary man who's pretending to fix a car before he tells them where to go, but only if they give him an extra $50 up front. They finally gather up the extra $50, and meet the man in a filthy abandoned apartment. The arrival of the abortionist, a hard-faced midwife, causes Rocky to protest that they were supposed to get a doctor for their $400. The midwife shoots back with "Take it or leave it." Soon after Rocky decides to leave it, dragging Angie from the filthy apartment as the midwife and her partner make a hurried exit.
- The Big Damn Kiss: Romantic resolution at the very end as Rocky plants a Big Damn Kiss on Angie outside the front of Macy's.
- Call-Back: Angie talks about the popular notion of romantic love as something involving "bells and banjos." At the end Rocky makes his grand romantic gesture in just this way, playing the banjo and ringing bells as Angie leaves Macy's.
- Diegetic Soundtrack Usage: The theme tune plays from a radio that Angie turns on, leading her to go on her rant about romantic love being a lot of nonsense about bells and banjos.
- Fan Disservice: Angie in the dirty empty apartment, told to take off her clothes by the brusque-mannered, very creepy abortionist midwife. She is down to bra and half-slip and obviously petrified when Rocky barges in and pulls her out of there.
- Friends with Benefits: Barbie, who is letting Rocky stay at her apartment and also having sex with him. When she finds out he knocked another girl up, she throws him out.
- Good Girls Avoid Abortion: Example #3. Angie was dead set on getting an abortion, and Rocky helped her pay for it. But the dirty apartment and the creepy people they meet and the fact that it isn't even a doctor but a midwife, all lead to Angie and Rocky making a hasty exit.
- Grand Romantic Gesture: To convince Angie that he's serious about her, Rocky makes a show of himself on a crowded street, playing a banjo and wearing several bells while holding up a sign that says "Better wed than dead". It works.
- I Have No Son!: "Don't mention her name in this house!", says Angie's wailing mother after being told of Angie's predicament.
- I Have This Friend...: Rocky tells Barbie that he has a friend who needs to find a doctor. She isn't fooled.
- In Medias Res: No time is wasted with Angie and Rocky's first meeting and one-night stand. Instead the film opens six weeks or so later with Angie finding Rocky and dropping the bomb.
- Match Cut: From Rocky walking towards an enraged Barbie, to Rocky walking down the street after she chucks him out of the apartment.
- Reluctant Fanservice Girl: Angie puts on a dress right before Rocky is due to come over, only to realize that said dress shows a lot of cleavage. She tries to pull the neck of the dress up but there's nothing doing, and it's too late to change.
- Romantic False Lead: Poor Anthony. Decent, kind, also doughy and boring, obviously standing no shot with gorgeous Angie in a movie like this. Anthony was played by Tom Bosley in his film debut, about a decade before Bosley became famous playing the dad on Happy Days.
- Rom Com Job: He's a musician. She works in the pet department at Macy's.
- Sexy Shirt Switch: Barbie (Edie Adams) is introduced in her apartment, having gotten home from her job as a stripper and wearing one of Rocky's shirts.
- Toplessness from the Back: Makes for an awkward first meeting when Rocky's Friends with Benefits roommate Barbie meets Angie coming out of the shower.