This 'making of' documentary's subject is the movie Cannery Row (1982), the title which was immortalized in the John Steinbeck novel of the same name, it being the source material. It tells the story of Doc, an ex-baseball player turned marine biologist, played by Nick Nolte, who falls in love with Suzy, a drifter and novice hooker, played by Debra Winger. The two characters share a common loneliness, which one understands, and the other tries not to. The success of the movie is largely dependent upon the chemistry between its two leads. Nolte and Winger are required to act with snakes and learn to jitterbug for their roles. Director David S. Ward was intrigued by the novel, which he considers atypical to other Steinbeck works. He sees it as a love story between two mismatched people who don't let that stand in the way of a happy ending. The movie re-teams him with his The Sting (1973) producer, Michael Phillips.