It is a 1986 American comedy film directed by Paul Mazursky and starring Nick Nolte, Bette Midler, and Richard Dreyfuss. The film tells the story of a wealthy Beverly Hills businessman named David Whiteman (played by Nolte) who loses his fortune and ends up living on the streets. While living on the streets, he befriends a homeless woman named Karen (played by Midler) and her mentally disabled brother Dave (played by Dreyfuss). Whiteman eventually learns to appreciate the simple things in life and finds happiness living on the streets with his new friends.