When bisexual porn star Valentino meets new-in-town hustler Gary, there is an immediate attraction between the two. Valentino helps get Gary a job at a phone-sex company, and they become fast friends and lovers, but tension threatens their relationship when Gary and Valentino's friend Mary becomes involved. When Valentino finds out he is dying and Mary is going to have his child, the three must work through hard times together.
| Directing | Dan Ireland | Director |
| Camera | Claudio Rocha | Director of Photography |
| Production | Thomas D. Adelman | Co-Executive Producer |
| Production | Kathryn Arnold | Executive Producer |
| Production | Carl Colpaert | Executive Producer |
| Production | Vincent D'Onofrio | Executive Producer |
| Production | Ellen S. Wander | Executive Producer |
| Editing | Luis Colina | Editor |
| Art | Amy Ancona | Production Design |
| Art | Rachel Kamerman | Art Direction |
| Production | James Still | Co-Producer |
| Production | Timm Oberwelland | Associate Producer |
| Production | Dan Lupovitz | Producer |
| Production | Dan Ireland | Executive Producer |
| Production | Diane Conn | Line Producer |
| Production | Laurel Smith | Casting |
| Costume & Make-Up | Tim Chappel | Costume Designer |
| Sound | Peitor Angell | Original Music Composer |
| Production | Laurel Smith | Associate Producer |
| Production | Joe Simon | Executive Producer |
| Writing | James Still | Writer |
| Crew | Tom Harper | Stunt Coordinator |
| Production | Luis Colina | Associate Producer |
| Sound | Lance Brown | Sound Designer |
| Costume & Make-Up | Ermahn Ospina | Makeup & Hair |
| Production | Diane Conn | Unit Production Manager |
| Production | Gayle S. Ocheltree | Assistant Production Manager |
| Production | Brian Hache | Production Coordinator |
| Directing | Sholto J. Roeg | First Assistant Director |
| Directing | Courtney King | Second Assistant Director |
| Directing | Lee Metzger | Second Second Assistant Director |
| Directing | Pam Leonte | Script Supervisor |
| Production | Glenn-Thomas Ford | Casting Assistant |
| Camera | Eric Jennings | First Assistant Camera |
| Camera | Jessica Wilson | Second Assistant Camera |
| Camera | Jeff Mart | Steadicam Operator |
| Camera | Dan Zaitz | Still Photographer |
| Crew | Stanton Schnepp | Choreographer |
| Costume & Make-Up | Laura Marolakos | Costume Supervisor |
| Costume & Make-Up | Molly Brink | Set Costumer |
| Costume & Make-Up | Julie Lynn Ebin | Costumer |
| Costume & Make-Up | Don Malot | Makeup & Hair Assistant |
| Costume & Make-Up | Noelle Thurin | Makeup & Hair Assistant |
| Art | Melissa M. Levander | Set Decoration |
| Art | Linda Baskin | Assistant Set Decoration |
| Crew | James Holt | Post Production Supervisor |
| Crew | Natalie Samanon | Post Production Supervisor |
| Editing | Paul Petschek | Additional Editor |
| Editing | Debra Goldfield | Associate Editor |
| Editing | Brett S. McCarthy | Assistant Editor |
| Sound | David Chornow | Sound Mixer |
| Sound | Christopher Sposa | Boom Operator |
| Sound | John Anthony Gray | Boom Operator |
| Crew | Albert Lannutti | Special Effects |
| Sound | Bruce Nazarian | Supervising Sound Editor |
| Sound | Emily Gaydos | Sound Effects Editor |
| Sound | Samuel Libraty | Sound Effects Editor |
| Sound | Darrin Lile | Dialogue Editor |
| Sound | Darrin Lile | ADR Editor |
| Sound | Susan Demskey-Horiuchi | Dialogue Editor |
| Sound | Susan Demskey-Horiuchi | ADR Editor |
| Sound | Carl Zittrer | Music Editor |
| Sound | Samuel Libraty | Foley Mixer |
| Sound | Monette Holderer | Foley Artist |
| Sound | Rick Schuetz | Foley Artist |
| Sound | Beau Biggart | ADR Mixer |
| Sound | Eric Thompson | ADR Mixer |
| Sound | David Maiden | ADR Recordist |
| Sound | Colin Rogers | ADR Recordist |
| Sound | Marc Fishman | Sound Re-Recording Mixer |
| Sound | Lance Brown | Sound Re-Recording Mixer |
| Sound | Zeke Salas | Sound Re-Recording Assistant |
| Sound | Carl D. Ware | Assistant Sound Designer |
| Production | Daniel Hank | Line Producer |
| Production | Rachel Stires | Production Coordinator |
| Directing | Lisa C. Clark | Second Assistant Director |
| Sound | Jeff Pullman | Sound Mixer |
| Sound | Karl Wasserman | Boom Operator |
| Camera | Bob Gilberg | Still Photographer |
| Production | Billy Hopkins | Local Casting |
| Production | Suzanne Smith | Local Casting |
| Production | Kerry Barden | Local Casting |
| Production | Karen E. Etcoff | Extras Casting |
| Camera | Jonas Steadman | Additional Photography |
| Editing | Bob Fredrickson | Color Timer |
