After achieving remarkable success as creator of HBO's "Sopranos," David Chase makes his directorial debut with this coming-of-age drama. Taking its name from a song popularized by Buddy Holly and The Rolling Stones, it captures the shift in rock `n' roll that took place during the roughly five turbulent years between the assassination of President John F. Kennedy in 1963 and his brother Robert in 1968.

Intelligent yet insecure Douglas Damiano (John Magaro) is a drummer in a garage band with his guitarist friends Eugene (Jack Huston) and Wells (Will Britt). Calling themselves The Twylight Zones, they play covers of the Stones, Bo Diddley and the Kinks. Doug's infatuated by Grace (Bella Heathcote), who doesn't pay much attention to him until one fateful evening when egomaniacal Gene has to skip a gig after swallowing a lit joint, promoting nerdy Doug into the vocalist spotlight. Wells is involved in a reckless accident, and they all experience discouraging self-awareness when they audition for a tough record producer (Brad Garrett).

As narrated by Doug's younger sister (Meg Guzulescu), there is generational conflict. Grace comes from a well-to-do, conservative household that's worried about her unstable, artsy sister (Dominique McElligott), while Doug's family is decidedly blue-collar Italian-American, typified by his judgmental, domineering father (James Gandolfini) and depressive mother (Molly Price). It's only after his father is diagnosed with cancer that he begins to understand self-involved Doug's need for creative fulfillment.

Writer/director Chase relies on his own, poignant rock-infused memories of growing up in suburban New Jersey to delineate these nostalgic, if cliched, characters, coupling them with a period soundtrack featuring the Beatles, the Left Bank, Small Faces, Elmore James, Robert Johnson and Lead Belly, in addition to the Stones, the Kinks, Buddy Holly and Bo Diddley. "Sopranos'" Steven Van Zandt, a member of Bruce Springsteen's E Street Band, is music supervisor/executive producer.

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On the Granger Movie Gauge of 1 to 10, "Not Fade Away" is a bittersweet 6, serving as a wistful remembrance of the emerging `60s counterculture.