Tommy (Vincent Piazza) racks up over half a million dollars in debt, both from the mob and from the group's tax account. Frankie (John Lloyd Young) decides to pay off the debt, but Tommy is out of the group and has to move to Las Vegas until the debt is clear. Nick (Michael Lomenda) also decides to leave the group at this time, having realized the demands of the tour and all the success has hurt his relationship with his wife and children.
Bob (Erich Bergen) and Frankie are the only two members left in the group. Bob spends more time song writing, and Frankie performs alone. They eventually pay off Tommy's debts, but Frankie's girlfriend leaves him and his daughter dies from an unspecified drug related accident.
Bob pulls Tommy out of his slump by writing a new song with a new sound, 'Can't Take My Eyes Off You'. The record label agrees to release it if they can get it on a couple of radio stations. Tommy performs it for a restaurant of people including a radio station owner, and receives a standing ovation.
The film skips forward to 1990 with The Four Seasons added to the Rock and Roll Hall of Fame. Tommy and Frankie reconcile, and the four perform together for the first time in years.