Max is a trendy, pretty, young lesbian, who is having trouble finding love. A friend sets her up with Ely, whom Max likes, but Ely is frumpy, homely, and older. Nor do they have much in common. Can Max learn to look past the packaging?
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| Directing | Rose Troche | Director |
| Production | Guinevere Turner | Producer |
| Writing | Guinevere Turner | Writer |
| Writing | Rose Troche | Writer |
| Production | Rose Troche | Producer |
| Production | Christine Vachon | Executive Producer |
| Production | V.S. Brodie | Associate Producer |
| Production | Tom Kalin | Executive Producer |
| Editing | Rose Troche | Editor |
| Sound | Scott Aldrich | Original Music Composer |
| Sound | Brendan Dolan | Original Music Composer |
| Sound | Jennifer Sharpe | Original Music Composer |
| Camera | Ann T. Rossetti | Director of Photography |
| Camera | Art Stone | Director of Photography |
| Directing | Wendy Quinn | Assistant Director |
| Art | Jeffery J. Jenkins | Paint Coordinator |
| Sound | Gillian Chi | Assistant Dialogue Editor |
| Sound | Missy Cohen | Sound Editor |
| Sound | Lisa Gillespie | Boom Operator |
| Sound | Lisa Hubbard | Sound Recordist |
| Sound | Elspeth Kydd | Sound |
| Sound | George A. Lara | Foley Mixer |
| Sound | David Novack | Sound Re-Recording Mixer |
| Sound | Jacob Ribicoff | Dialogue Editor |
| Sound | Brian Vancho | Foley Artist |
| Sound | Karl Wasserman | Assistant Dialogue Editor |
| Visual Effects | Rose Troche | Visual Effects |
| Lighting | Joy Castronova | Gaffer |
| Camera | Kevin Grubb | Grip |
| Camera | Jane Jefferies | Additional Camera |
| Camera | Tracy Kimme | Grip |
| Camera | Kelly Krotin | Assistant Camera |
| Lighting | Elspeth Kydd | Additional Lighting Technician |
| Camera | Rebecca McBride | Grip |
| Camera | Paul Shabaz | Grip |
| Camera | Debbie Snead | Grip |
| Lighting | Maida Sussman | Additional Lighting Technician |
| Camera | Rose Troche | Additional Camera |
| Camera | Sara Varon | Grip |
| Camera | Joe Vidal | Assistant Camera |
| Camera | Mimi Wadell | Assistant Camera |
| Editing | Tim Brennan | Negative Cutter |
| Editing | Lisa Hubbard | Assistant Editor |
| Editing | Jesse Weiner | Assistant Editor |
| Sound | Mila Drumke | Original Music Composer |
| Directing | Lisa Raymond | Script Supervisor |
| Production | Dana Eshghi | Production Assistant |
| Art | Guinevere Turner | Title Designer |
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