In mid-1983 Sydney a band called The Takeaways is formed. Initially it consists of Carol Howard, Martin Kabel and George Poulopoulos. Carol Howard (Tracy Mann) is an attractive vocalist and novice guitarist from Melbourne; she had pursued an acting career with little success but is now focussed on her music. Carol wrote her first song on the train to Sydney. Martin Kabel (David Reyne)is an established, albeit unsuccessful, guitarist who wants to branch out from his current band: he would like to sing his own songs. Martin gets his chance with The Takeaways. George Poulopoulos (Arky Michael) is more interested in playing soccer for the Combined Hellenic Travel Agents but reluctantly joins to play bass. He learns how to play at the band's first practice session; slowly he overcomes his shyness to become a confident performer. Darrell Winters (Ric Herbert) sees a quick dollar to be made as their manager; Darrell talks the talk and tries to walk the walk.