Barry Levingson's semi-follow up to Diner, also set in 1960s Baltimore, takes us in the world of aluminum siding sales focusing on two very different men in that profession. BB Babowsky (Richard Dreyfus) is a smooth-talking hustler and ladies man whom scams naive and comely women sales pitches. Ernest Tilley (Danny DeVito) is a loser who can't make a sale no matter how hard he honestly (or dishonestly) tries. Tilley also has a serious gambling problem and squanders what little money he makes on horse races and card games which puts a rife between him and his long-suffering wife Nora (Barbara Hershey). Because of Tilley's addition to gambling, he is heavily in debt to various creditors and the IRS. BB and Tilley's paths cross in the opening scene when they collide with each other in their cars. With both blaming each other for the accident, their feud soon escalates into a full-scale, two-man war between them with Nora getting drawn into it. However, both BB and Tilley's world begins to crumble when a government probe investigates their sales history and threatens to shut them down for good.

Director Trademark: [Barry Levinson] Ralph Tabakin (Chaplain Captain Noel) has appeared in every Levinson picture from Diner (1982) to Liberty Heights (1999).

Bill Babowsky:
[into the phone] Hey, asshole! This is the ultimate "fuck you"! I just poked your wife!


Ernest Tilley:
[into the phone] What are you talking about?


Bill Babowsky:
Yeah, she's in my bed right now with a very big smile on her face.


Ernest Tilley:
Well, that's just fine by me. She's a pain in the ass! An albatross around my neck! You're welcome to her. Keep her, and may you both rot in Hell!

[hangs up]

Anachronisms: In this Baltimore-based story, during a scene in the bar, there is a Busch promotional light on the wall. The movie is set in the 1960s, but Busch beer was not licensed for sale in Maryland until the late 1970s.

Words by Mitchell Parish
Music by Cliff Burwell
Performed by Nat 'King' Cole
Courtesy of Capitol Records