Naive Midwestern prep student Jonathan bonds with his more worldly roommate, Skip, who takes the small-town boy under his wing. At Skip's urging, the inexperienced Jonathan is emboldened to seek out older women in the cocktail lounges of nearby Chicago, where he meets and beds the alluring Ellen, who unfortunately turns out to be Skip's mother. The division between the friends is further deepened when a cheating scandal engulfs the school.
| Directing | Lewis John Carlino | Director |
| Writing | Jim Kouf | Writer |
| Writing | David Greenwalt | Writer |
| Production | David Greenwalt | Associate Producer |
| Production | Martin Ransohoff | Producer |
| Production | Lynn Stalmaster | Casting |
| Production | Toni Howard | Casting |
| Production | Mary Goldberg | Casting |
| Sound | Elmer Bernstein | Original Music Composer |
| Costume & Make-Up | Donfeld | Costume Designer |
| Production | Jim Kouf | Associate Producer |
| Art | Jack Poplin | Art Direction |
| Camera | Ric Waite | Director of Photography |
| Production | Cathleen Summers | Executive Producer |
| Production | Hal W. Polaire | Unit Production Manager |
| Directing | L. Andrew Stone | First Assistant Director |
| Directing | Scott Maitland | First Assistant Director |
| Directing | Katterli Frauenfelder | Second Assistant Director |
| Editing | Dennis Dolan | Editor |
| Directing | Luca Kouimelis | Script Supervisor |
| Production | Linnea Ebba Wicklund | Production Coordinator |
| Art | William B. Fosser | Set Decoration |
| Costume & Make-Up | Rodger Jacobs | Makeup Artist |
| Costume & Make-Up | Kathryn Blondell | Hairstylist |
| Costume & Make-Up | Edward Ternes | Makeup Artist |
| Costume & Make-Up | Kathe Swanson | Hairstylist |
| Directing | Scott Maitland | First Assistant Director |
| Crew | Larry Holt | Stunts |
| Crew | Stacy Logan | Stunts |
| Crew | Rick LeFevour | Stunts |
| Crew | John Moio | Stunts |
| Crew | Reid Rondell | Stunts |
| Camera | Frank Miller | Camera Operator |
| Lighting | Dick Kehl | Gaffer |
