 The soundtrack features songs by artists Burt Bacharach, Elvis Costello, Joni Mitchell, Gerry Goffin, and Jill Sobule, replicating the musical style that emerged from the Brill Building, New York City's music factory in the heyday of girl groups and "pre-fab" acts like The Monkees.The film opens in the year 1958, where steel heiress Edna Buxton (Illeana Douglas) enters a talent contest.Her overbearing mother (Christina Pickles) is at odds with her, arguing that Edna should choose a specific song and wardrobe for the contest.