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.
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| Directing | Dan Ireland | Director |
| Production | Laurel Smith | Associate Producer |
| Costume & Make-Up | Tim Chappel | Costume Designer |
| Writing | James Still | Writer |
| Production | Joe Simon | Executive Producer |
| Production | Laurel Smith | Casting |
| Sound | Peitor Angell | Original Music Composer |
| Art | Melissa M. Levander | Set Decoration |
| Editing | Paul Petschek | Additional Editor |
| Sound | Lance Brown | Sound Designer |
| Camera | Jeff Mart | Steadicam Operator |
| Sound | Chris Sposa | Boom Operator |
| Camera | Eric Jennings | First Assistant Camera |
| Camera | Jessica Wilson | Second Assistant Camera |
| Production | Diane Conn | Unit Production Manager |
| Crew | Stanton Schnepp | Choreographer |
| Sound | David Chornow | Sound Mixer |
| Sound | Monette Holderer | Foley Artist |
| Sound | Rick Schuetz | Foley Artist |
| Sound | Carl D. Ware | Assistant Sound Designer |
| Production | Rachel Stires | Production Coordinator |
| Production | Brian Hache | Production Coordinator |
| Costume & Make-Up | Don Malot | Makeup & Hair Assistant |
| Crew | James Holt | Post Production Supervisor |
| Sound | Emily Gaydos | Sound Effects Editor |
| Production | Daniel Hank | Line Producer |
| Camera | Bob Gilberg | Still Photographer |
| Production | Kerry Barden | Local Casting |
| Costume & Make-Up | Ermahn Ospina | Makeup & Hair |
| Directing | Courtney King | Second Assistant Director |
| Directing | Pam Leonte | Script Supervisor |
| Sound | David Maiden | ADR Recordist |
| Sound | John Anthony Gray | Boom Operator |
| Sound | Susan Demskey-Horiuchi | Dialogue Editor |
| Directing | Sholto J. Roeg | First Assistant Director |
| Editing | Debra Goldfield | Associate Editor |
| Sound | Darrin Lile | ADR Editor |
| Sound | Lance Brown | Sound Re-Recording Mixer |
| Sound | Zeke Salas | Sound Re-Recording Assistant |
| Sound | Karl Wasserman | Boom Operator |
| Production | Suzanne Smith | Local Casting |
| Production | Glenn-Thomas Ford | Casting Assistant |
| Camera | Dan Zaitz | Still Photographer |
| Costume & Make-Up | Julie Lynn Ebin | Costumer |
| Crew | Albert Lannutti | Special Effects |
| Sound | Darrin Lile | Dialogue Editor |
| Sound | Susan Demskey-Horiuchi | ADR Editor |
| Directing | Lee Metzger | Second Second Assistant Director |
| Editing | Brett S. McCarthy | Assistant Editor |
| Sound | Colin Rogers | ADR Recordist |
| Production | Billy Hopkins | Local Casting |
| Sound | Samuel Libraty | Sound Effects Editor |
| Sound | Jeff Pullman | Sound Mixer |
| Sound | Samuel Libraty | Foley Mixer |
| Sound | Eric Thompson | ADR Mixer |
| Camera | Jonas Steadman | Additional Photography |
| Production | Gayle S. Ocheltree | Assistant Production Manager |
| Art | Linda Baskin | Assistant Set Decoration |
| Crew | Tom Harper | Stunt Coordinator |
| Production | Luis Colina | Associate Producer |
| Costume & Make-Up | Molly Brink | Set Costumer |
| Costume & Make-Up | Noelle Thurin | Makeup & Hair Assistant |
| Crew | Natalie Samanon | Post Production Supervisor |
| Sound | Bruce Nazarian | Supervising Sound Editor |
| Sound | Carl Zittrer | Music Editor |
| Directing | Lisa C. Clark | Second Assistant Director |
| Editing | Bob Fredrickson | Color Timer |
| Costume & Make-Up | Laura Marolakos | Costume Supervisor |
| Sound | Beau Biggart | ADR Mixer |
| Sound | Marc Fishman | Sound Re-Recording Mixer |
| Production | Karen E. Etcoff | Extras Casting |
| Camera | Claudio Rocha | Director of Photography |
| Production | Thomas D. Adelman | Co-Executive Producer |
| Production | Vincent D'Onofrio | Executive Producer |
| Art | Amy Ancona | Production Design |
| Production | Timm Oberwelland | Associate Producer |
| Production | Dan Ireland | Executive Producer |
| Production | Ellen S. Wander | Executive Producer |
| Production | Dan Lupovitz | Producer |
| Production | Kathryn Arnold | Executive Producer |
| Art | Rachel Kamerman | Art Direction |
| Production | James Still | Co-Producer |
| Production | Diane Conn | Line Producer |
| Editing | Luis Colina | Editor |
| Production | Carl Colpaert | Executive Producer |
