The 12 years old well-bred Lonnie meets the impudent Karen on the street. They spend some time together and Karen teaches Lonnie some of her favorite occupancies, like make-up, shoplifting, skipping school and lying to the parent about it, but confessing to the priest later. But Karen also learns some honesty from Lonnie. A film about social differences and growing up.
| Directing | Marisa Silver | Director |
| Production | Donna Isaacson | Casting |
| Sound | Julian Marshall | Original Music Composer |
| Production | Lisa Hsia | Associate Producer |
| Production | Mark Balsam | Associate Producer |
| Production | James Glenn Dudelson | Associate Producer |
| Art | Jeffrey Townsend | Production Design |
| Editing | Mark Burns | Editor |
| Camera | Michael Ballhaus | Director of Photography |
| Production | Dina Silver | Producer |
| Writing | Marisa Silver | Writer |
| Art | Leslie A. Pope | Art Direction |
| Costume & Make-Up | Teri Kane | Costume Design |
| Directing | Martha Mitchell | Script Supervisor |
| Camera | Laura Levine | Still Photographer |
| Art | Ann Edgeworth | Property Master |
| Production | Michael Nozik | Production Manager |
| Directing | Aaron Barsky | First Assistant Director |
| Directing | Lisa Hsia | Second Assistant Director |
| Production | Wendi Haas | Production Coordinator |
| Art | Stephen J. Lineweaver | Construction Coordinator |
| Art | Julie Edgeworth | Set Dresser |
| Production | Rick Dallago | Location Manager |
| Production | Rick Dallago | Unit Manager |
| Costume & Make-Up | Cynthia Flynt | Assistant Costume Designer |
| Lighting | Morris Flam | Gaffer |
| Lighting | Michael Papadapolous | Best Boy Electric |
| Sound | Ed Novick | Sound Recordist |
| Sound | Alex Pfau | Sound Editor |
| Sound | Paul Coombe | Sound Mixer |
| Sound | Mark Goodermote | Boom Operator |
| Costume & Make-Up | Timothy D'Arcy | Makeup & Hair |
| Camera | Douglas Rowen | First Assistant Camera |
| Camera | Arthur Blum | Key Grip |
| Editing | Sandra Kaufman | Assistant Editor |
| Sound | Calvin Aberle | Assistant Sound Editor |
| Production | Isabelle Kramer | Extras Casting |
| Editing | Noëlle Penraat | Negative Cutter |
| Camera | Florian Ballhaus | Second Assistant Camera |
| Production | Miki Raver | Extras Casting Assistant |
