Elgar Enders (Beau Bridges), a rich but good-hearted dilettante, buys a tenement building in a run-down part of Brooklyn. He wants, with no evil intent, to evict all the African American tenants and rip out all the floors so he can hang gigantic works of art in his new home. When he moves into an empty apartment he meets the tenants, a colorful collection of 1960s types. Pearl Bailey and Lou Gossett stand out in their small roles. When Elgar starts to make repairs to the tenant's apartments, he slowly becomes involved with their lives. He becomes romantically involved with a married tenant, Fanny (Diana Sands), and a dancer, Lanie (Marki Bey), whom he meets at a local bar. This is contrasted with his interactions with his stiff upper-crust family, dominated by his mother (Lee Grant). Her visit to the tenement results in a delightfully comic scene with Bailey.

Directed by Hal Ashby, beautifully shot by Gordon Willis, and produced by Norman Jewison (for whom Ashby had edited IN THE HEAT OF THE NIGHT), this first feature by Ashby clearly shows his attraction to offbeat material, which would reach an apogee in HAROLD AND MAUDE, but it is also one of the few real attempts from this time period to explore, in a multifaceted manner, the issues of race and class in America. The film is based on the novel by Kristin Hunter.