During the ’80s, we learned quick that there was no such thing as a Sean Penn movie. Other “teen” actors of that time had their knack. You knew what sort of film would star Judd Nelson, John Cusack, Molly Ringwald or even Matthew Modine. Sean Penn got lost in his character and appeared in films that were completely different from each other. He started out as a military student in Taps before transforming into the stoner surfer Spicoli in Fast Times At Ridgemont High. He shocked audiences as the deadly serious vicious youth in Bad Boys. And then switches up once more as a sweetheart of a guy in Racing With the Moon. There was a bit of excitement in seeing Sean Penn in a movie because we didn’t know what type of character he’d be playing. But we suspected that the film had to be good if Sean Penn wanted to be in it.
Henry Nash (Milk‘s Sean Penn) and his pal Nicky (Leaving Las Vegas‘ Nic Cage) are weeks away from reporting for military duty during World War II. They aren’t taking this time easy. They work at the bowling alley as pinsetters and other odd jobs around the costal California town. They water down booze for a local bar. Henry helps his dad dig graves. Nicky is doing his best to spend quality time with his girlfriend Sally (Suzanne Adkinson). Henry finds himself completely enamored by Caddie (Once Upon A Time In America‘s Elizabeth McGovern) who works at the movie theater. Nicky swears she’s a rich kid since she lives in the “Gatsby” house. Henry isn’t so sure since she has a dayjob and rides the bus. But she does seem a touch fancy. Henry fakes being a soda jerk in order to talk to her one night. Even though he knows he’s facing an uncertain fate in the military, Henry finds himself falling hard for her. She likes that he’s willing to go out of his comfort zone including lacing up roller skates to spend time with her. However their growing relationship gets screwed up by Nicky’s antics.
Director Richard Benjamin had previously made the masterpiece My Favorite Year starring Peter O’Toole which was also a period piece. He once more transports his cast into time. It feels like you’re watching a film that was released in the 1940s except without having to sugar up the story to appease the Hayes Office. He and cinematographer John Bailey (American Gigolo) really give it a sense of time. By the way, Benjamin is currently starring in the movie Ex-Husbands with Griffin Dunne (After Hours). I hope that this year TCM incudes Benjamin as an actor and director in their Summer Under The Stars month.
Besides the amazing core cast of Penn, Cage and McGovern, the movie has fine supporting casts playing memorable characters. Carol Kane (Taxi) is the town’s hooker who poses as Penn’s girlfriend for a double date. Crispin Glover (Back To the Future) is the rich jerk at the bowling alley. Michael Madsen (Kill Bill) puts the fear of the future into Sean Penn. Michael Talbot (Miami Vice) is a sailor who won’t be hustled in the pool hall.
Racing With the Moon is not a nostalgic sweet love story. It’s pretty harsh at times. The kids cuss like your grandparents swore they never did. It’s easy to describe Racing With The Moon as “Coming of Age” story. Two boys with their last fling with foolish youth before they must become adults when they ship off for basic training. The romantic nature of going to war vanishes here. Henry and Nicky receive a harsh feeling that they might be coming to the end of their lives (don’t take this as a spoiler). Racing With the Moon is a stunning work capturing the era and featuring another Sean Penn performance that doesn’t duplicate his other roles.

The Video is 1.85:1 anamorphic. The new 4K scan brings out the beauty of John Bailey’s cinematography. The Audio is DTS-HD Master Audio 5.1 and 2.0. There’s a French dub in Dolby Digital 2.0 Mono. Things sound right in the bowling alley and pool hall. The movie is subtitled in English.
Audio Commentary by Richard Benjamin has him explain why the song “Racing With The Moon” isn’t featured in the movie. He talks about working with the various actors. He explains how Carol Kane got involved. This appears to have been recorded back in 2004 for a previous release.
Audio Commentary by Bill Ackerman and Mayra E. Gates has them explore why the film was a sleeper of the ’80s teen flick era even with such a huge cast. They give us the history of the railroad track and trains used in the movie. Bill knows the area and points out a picket fence in the film still stands. This was also the same town used in James Dean’s East of Eden. Gates saw the movie a lot back in the ’80s when it ran on the Encore cable channel. We learn how Crispin Glover and Barbara Howard starred in a less prestigious film from Paramount at the same time.
The Making Of Racing the Moon is split into three parts: Part 1 (12:45) Part 2 (19:53) and Part 3 (6:15) features Richard Benjamin, producer Sherry Lansing, Elizabeth McGovern We learn how the script came about. The train stunts used a mirror to get the camera close to the locomotive. This bonus feature was made in 2004.
Image Gallery (7:34) is a montage with artwork, posters, press photos, press kit photos,
Fun City Editions present Racing With The Moon: Limited Edition. Directed by Richard Benjamin. Screenplay by Steve Kloves. Starring Sean Penn, Elizabeth McGovern, Nicolas Cage, John Karlen, Rutanya Alda, Max Showalter, Crispin Glover, Barbara Howard, John Brandon, Eve Brent, Michael Madsen, Dana Carvey, Michael Talbott and Carol Kane. Running Time: 109 minutes. Rating: Rated PG. Release Date: Febuary 11, 2025.