Most adolescent boys are obsessed with sex — how it's done, who's doing it, and when it's going to happen for them. In this sprightly coming-of-age drama directed by Jason Alexander and based on a semi-autobiographical screenplay by Marshall Karp, a 14 year old has a one-track mind. It comes as quite a shock to him and a graceful surprise to us that his quest to find out all he can about sex actually opens up some doors for him about the meaning of friendship, love, and masculinity.

Lenny (Ryan Merriman) is a Jewish adolescent in 1955 living in the Bronx with his mother (Patti Lupone) and his stepfather (Richard V. Licata), a local butcher. He can't stand this new man in the house. However, that doesn't stop Lenny from spying on them while they're having sex. In order to give themselves a little breathing room, they send him away to spend the summer with his pregnant aunt (Ilana Levine) and Italian-American uncle Phil (Peter Onorati). At first Lenny is upset about his situation but then he meets three local teenagers: John (Joseph Franquinha), Alice (Amy Braverman), and Barbara (Allie Spiro-Winn), who have their own sex club to exchange information about this endlessly fascinating subject.

Working in his uncle's store, Lenny is swept off his feet when he first sees Hedy (Gretchen Mol), an attractive nurse who's rumored to have modeled for bra ads. The Bronx adolescent's new mission is to use his trusty binoculars while she's having sex with her boyfriend (John Bolger), a physician. Meanwhile he draws closer to Hedy and realizes they have a lot in common despite the large gap of years separating them. But the biggest surprise of the summer comes when the person he least expects it from hands him the keys to the kingdom of sex and shows that he understands his curiosity about such matters. This fascinating turn of events at the end of Just Looking makes it an above-average coming-of-age drama.