Noah, a young woman who lives alone in New York, is dating two very different men, Fred and Mitch, at the same time. However, she realises that neither man can totally fulfil her needs.
| Directing | Henry Jaglom | Director |
| Writing | Henry Jaglom | Writer |
| Camera | Richard C. Kratina | Director of Photography |
| Editing | Pieter Bergema | Editor |
| Production | Bert Schneider | Executive Producer |
| Art | Harold Schneider | Production Design |
| Costume & Make-Up | Barbara Flood | Costume Design |
| Sound | Fred Bosch | Sound Mixer |
| Production | Robert Barron | Production Supervisor |
| Directing | Stephen F. Kesten | First Assistant Director |
| Directing | Robert J. Koster | First Assistant Director |
| Directing | Sharon Sachs | First Assistant Director |
| Art | Kenneth Fitzpatrick | Property Master |
| Sound | Jack Dalton | Boom Operator |
| Sound | James Nelson | Supervising Sound Editor |
| Camera | Lou Barlia | Camera Operator |
| Camera | Vinnie Gerardo | First Assistant Camera |
| Lighting | Willie Meyerhoff | Gaffer |
| Camera | Martin Nallan | Key Grip |
| Costume & Make-Up | Ed Brennan | Costume Design |
| Editing | Roberto Zelaya | Assistant Editor |
| Sound | Jim Gitter | Music Consultant |
| Directing | Nancy Hopton | Script Supervisor |
| Production | Lynette Bernay | Producer's Assistant |
| Crew | Suzan Haffey | Post Production Supervisor |
| Production | Diane Katz | Production Secretary |
| Production | Marilyn La Salandra | Production Coordinator |