Jude, a college professor, is obsessed with Sophie, his student. She, in turn, is intrigued by his scholarly charm. Flirtation turns to lust and the two become lovers.
| Directing | Hal Hartley | Director |
| Writing | Hal Hartley | Writer |
| Production | Ted Hope | Producer |
| Editing | Hal Hartley | Editor |
| Production | James Schamus | Associate Producer |
| Camera | Michael Spiller | Director of Photography |
| Directing | Steve Apicella | First Assistant Director |
| Production | Jerome Brownstein | Executive Producer |
| Art | Steve Rosenzweig | Production Design |
| Production | Cecilia Kate Roque | Production Manager |
| Directing | Brian Gutherman | Second Assistant Director |
| Directing | Pamela Koffler | Second Second Assistant Director |
| Directing | Adrienne Tien | Script Supervisor |
| Camera | Sarah Cawley | First Assistant Camera |
| Camera | Tracy Spielman | Second Assistant Camera |
| Camera | Richard Ludwig | Still Photographer |
| Lighting | Frank Stubblefield | Gaffer |
| Lighting | Richard Breen | Best Boy Electric |
| Lighting | Linda Phillips | Electrician |
| Camera | Paul Candrilli | Key Grip |
| Camera | William J. Taylor | Dolly Grip |
| Camera | Pippo Gerona | Grip |
| Art | Karsten 'Crash' Gopinath | Swing |
| Sound | Jeff Pullman | Sound Mixer |
| Sound | Fontaine Stevens | Boom Operator |
| Costume & Make-Up | Alexandra Welker | Costume Designer |
| Costume & Make-Up | Fionnuala Lynch | Assistant Costume Designer |
| Costume & Make-Up | Judy Chin | Makeup Artist |
| Costume & Make-Up | Judy Chin | Hairstylist |
| Art | Karin Wiesel | Art Direction |
| Art | Daniel Ouellette | Property Master |
| Art | Andras Kanegson | Set Decoration |
| Art | David Doernberg | Assistant Property Master |
| Crew | Laurie F. Cohen | Scenic Artist |
| Crew | Robert Cloutier | Carpenter |
| Crew | Dan Carlucci | Carpenter |
| Production | Jennifer Fuqua | Art Department Production Assistant |
| Production | Joel Tishcoff | Production Assistant |
| Production | Ann F. Markel | Location Manager |
| Production | Lawrence P. Ganem | Assistant Location Manager |
| Production | Beth Boyd | Production Coordinator |
| Production | Christina Larsson | Assistant Production Coordinator |
| Production | Wendy Ettinger | Casting |
| Production | Ken Duphiney | Extras Casting |
| Crew | Dennis Curry | Transportation Coordinator |
| Production | Lisa Brownstein | Production Assistant |
| Production | Nina Froriep | Production Assistant |
| Production | Carla Gerona | Production Assistant |
| Production | Greg Hunter | Production Assistant |
| Production | Fred Mandel | Production Assistant |
| Editing | Steve Hamilton | Assistant Editor |
| Sound | Reilly Steele | Sound Re-Recording Mixer |
| Sound | Hal Hartley | Original Music Composer |
