Max is a trendy, pretty, young lesbian, who is having trouble finding love. A friend sets her up with Ely, whom Max likes, but Ely is frumpy, homely, and older. Nor do they have much in common. Can Max learn to look past the packaging?
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| Directing | Rose Troche | Director |
| Writing | Rose Troche | Writer |
| Writing | Guinevere Turner | Writer |
| Production | Rose Troche | Producer |
| Production | Guinevere Turner | Producer |
| Production | V.S. Brodie | Associate Producer |
| Production | Tom Kalin | Executive Producer |
| Production | Christine Vachon | Executive Producer |
| Editing | Rose Troche | Editor |
| Crew | Scott Aldrich | Additional Music |
| Lighting | Ann T. Rossetti | Lighting Director |
| Lighting | Art Stone | Lighting Director |
| Sound | Elspeth Kydd | Sound Recordist |
| Camera | Joe Vidal | Additional Camera |
| Sound | George A. Lara | ADR Engineer |
| Sound | David Novack | ADR Engineer |
| Sound | George A. Lara | Foley Mixer |
| Production | Rick Powell | Production Assistant |
| Production | Joanne Morton | Production Assistant |
| Camera | Jan Collins | Grip |
| Camera | Walter Youngblood | Grip |
| Camera | Oscar Cervera | Grip |
| Camera | Joanne Morton | Grip |
| Camera | Scout | Grip |
| Camera | Joanna Brown | Grip |
| Camera | Jennifer Allen | Grip |
| Camera | JoAnne C. Willis | Grip |
| Sound | Jennifer Allen | Boom Operator |
| Sound | Theresa Castino | Boom Operator |
| Sound | Kerry Hilgar | Boom Operator |
| Sound | Mary-Elva Kouklis | Boom Operator |
| Sound | Jeanne Kracher | Boom Operator |
| Sound | Julia LaFleur | Boom Operator |
| Sound | Diane Swanson | Boom Operator |
| Sound | Walter Youngblood | Boom Operator |
| Directing | Rick Powell | Continuity |
| Directing | Lisa Raymond | Continuity |
| Camera | Kelly Krotin | Dolly Grip |
| Camera | Scout | Dolly Grip |
| Camera | Joe Vidal | Dolly Grip |
| Camera | Mimi Wadell | Dolly Grip |
| Camera | JoAnne C. Willis | Dolly Grip |
| Camera | Walter Youngblood | Dolly Grip |
| Crew | Jeanne Kracher | Thanks |
| Crew | Hans Schall | Thanks |
| Crew | Paul Shukin | Thanks |
| Crew | Henrique Cirne-Lima | Thanks |
| Crew | Mary Patten | Thanks |
| Crew | V.S. Brodie | Thanks |
| Crew | Susan Strine | Thanks |
| Sound | Brendan Dolan | Original Music Composer |
| Sound | Jennifer Sharpe | Original Music Composer |
| Camera | Ann T. Rossetti | Director of Photography |
| Directing | Wendy Quinn | Assistant Director |
| Art | Jeffery J. Jenkins | Paint Coordinator |
| Sound | Gillian Chi | Assistant Dialogue Editor |
| Sound | Missy Cohen | Sound Editor |
| Sound | Lisa Gillespie | Boom Operator |
| Sound | Lisa Hubbard | Sound Recordist |
| Sound | David Novack | Sound Re-Recording Mixer |
| Sound | Jacob Ribicoff | Dialogue Editor |
| Sound | Brian Vancho | Foley Artist |
| Sound | Karl Wasserman | Assistant Dialogue Editor |
| Visual Effects | Rose Troche | Visual Effects |
| Lighting | Joy Castronova | Gaffer |
| Camera | Kevin Grubb | Grip |
| Camera | Jane Jefferies | Additional Camera |
| Camera | Tracy Kimme | Grip |
| Camera | Kelly Krotin | Assistant Camera |
| Lighting | Elspeth Kydd | Additional Lighting Technician |
| Camera | Rebecca McBride | Grip |
| Camera | Paul Shabaz | Grip |
| Camera | Debbie Snead | Grip |
| Lighting | Maida Sussman | Additional Lighting Technician |
| Camera | Rose Troche | Additional Camera |
| Camera | Sara Varon | Grip |
| Camera | Joe Vidal | Assistant Camera |
| Camera | Mimi Wadell | Assistant Camera |
| Editing | Tim Brennan | Negative Cutter |
| Editing | Lisa Hubbard | Assistant Editor |
| Editing | Jesse Weiner | Assistant Editor |
| Art | Guinevere Turner | Title Designer |
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