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In the late 1980's Shanghai, a 16 year-old boy, Xiaoli, comes of age surrounded by his neighbors and grandfather. His best friend is a girl named Lanmi, a couple years older than him. But Lanmi slowly drifts away from him, lured by the new opportunities which come as China opens up to foreign goods and businessmen. At the same time, the 1989 events force Xiaoli to grow up and to let go of his teenage dreams.