Sleep with Me ()

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Sarah, Joseph and Frank are BFFs. Joseph and Sarah get married but the evening before she tells Frank with a kiss that it could've been him. Frank continues to have a thing for Sarah.


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Cast verified as complete

Tegan West ...
Amaryllis Borrego ...
Alida P. Field ...
David Kriegel ...
Ian Davids ...
Agent Trainee (as David Kirsch)
Blonde Actress
Brunette Actress
Rest of cast listed alphabetically:
Pool Party Guy (uncredited)

Directed by

Rory Kelly

Written by

Duane Dell'Amico ... (written by) &
Roger Hedden ... (written by) &
Neal Jimenez ... (written by) &
Joe Keenan ... (written by) &
Rory Kelly ... (written by) &
Michael Steinberg ... (written by)

Produced by

Rana Joy Glickman ... line producer
Roger Hedden ... producer
Joel Kastelberg ... executive producer (as Joel Castleberg)
Michael Mendelsohn ... executive producer (uncredited)
Michael Steinberg ... producer
Eric Stoltz ... producer

Music by

David Lawrence ... (as David Lawrence)

Cinematography by

Andrzej Sekula ... director of photography

Editing by

David Moritz

Editorial Department

Nzingha Clarke ... first assistant editor
Claudette Cribbin ... apprentice editor
Ray Morfino ... color timer
Theresa Repola Mohammed ... negative cutter

Casting By

Ellie Kanner

Production Design by

Randy Eriksen

Art Direction by

J. Michael Gorman

Set Decoration by

Adam Mead Faletti

Costume Design by

Isis Mussenden

Makeup Department

P.J. Hensley ... hair stylist
Kathleen Karridene ... key makeup artist
Beth Klein ... makeup artist
Stephanie L. Massie ... makeup artist (as Stephanie Massie)
Jori Jenae McGuire ... key hair stylist (as Jori Jenae)
Suzana P. Rupe ... key makeup artist: New Mexico

Production Management

Rana Joy Glickman ... unit production manager

Second Unit Director or Assistant Director

Fernando Altschul ... first assistant director
Claudette Cribbin ... second assistant director: second unit
Rana Joy Glickman ... first assistant director: second unit
Michael Hamm ... second second assistant director
Kelly Kiernan ... first assistant director: New Mexico / second assistant director

Art Department

Randy Andell ... property master: New Mexico
Philip Campanella ... swing
Shane Cowsill ... lead person
Mike Johnson ... swing
Traci Kirshbaum ... assistant set decorator
Eric McHugh ... on-set dresser
Osman Posada ... property assistant
Thomas R. Wagner ... property master (as Thomas Geraci-Wagner)

Sound Department

Steve Agalsoff ... sound re-recordist
Jared Blume ... foley recordist
Joe Bosco ... sound re-recordist
David Brownlow ... sound mixer: New Mexico
Alexandra Buresch ... boom operator: New Mexico
Timothy A. Carpenter ... adr mixer / sound effects editor
Tom Caton ... boom operator (as Huckleberry Caton)
Richard Corwin ... dialogue editor
Giovanni Di Simone ... sound mixer
Thom 'Coach' Ehle ... stereo sound consultant: Dolby (as Thom Ehle)
Catherine Harper ... foley walker
George Khair ... boom operator: second unit
Ossama Khuluki ... foley walker
Michael Perricone ... sound designer
Mark Petersen ... assistant dialogue editor
Ken S. Polk ... re-recording mixer
Jeff Robeff ... adr recordist / foley editor / foley mixer
Carin Rogers ... dialogue editor
Bob Sheridan ... sound mixer: second unit

Camera and Electrical Department

James 'Slim Jim' Ballard ... key grip / key grip: New Mexico
William Ballard ... dolly grip (as William 'Cool Breeze' Ballard)
Mike Brink ... steadicam operator
Stephan Dalyai ... additional electrician
Kyle Davis ... grip
Mark Frantz ... grip
Alan Fulford ... best boy grip: New Mexico
Christopher Gallo ... first assistant camera (as C. Gallo) / first assistant camera: New Mexico (as C. Gallo)
Julio Giocometto ... grip
Myke Groves ... best boy electric: New Mexico (as Mike Groves)
Bruce Jagoda ... best boy electric
Jeff Johnson ... electrician
Barbara Kallir ... additional electrician
Lance Layman ... second assistant camera
Christopher Loring ... electrician (as Chris Loring)
Marc Meisenheimer ... gaffer
Lee Peach ... grip: New Mexico
Peter Pearce ... best boy electric: second unit
Amy Penning ... second assistant camera: New Mexico
Raymond M. Perosi ... best boy grip: second unit
Tony Salvia ... key grip: second unit
Jonathan Schell ... additional second assistant camera
Alan Sherrod ... additional photographer
Dima Suslov ... best boy grip
Jeffrey Tompkins ... grip: New Mexico (as Jeff Tompkins)
Larry Wallace ... electrician
Robert Zuckerman ... still photographer
José Ignacio Álvarez ... grip: second unit

Casting Department

Lorna Johnson ... casting associate
Jeff Olan ... extras casting
Terry Zarchi ... extras casting (uncredited)

Costume and Wardrobe Department

Karla Stevens Flanigan ... costume supervisor (as Karla Stevens)
Sabina Huber ... wardrobe assistant
Lizby ... wardrobe assistant / wardrobe supervisor: second unit

Location Management

Gregory Bartlett ... location manager

Music Department

Randy Gerston ... music supervisor
David Landau ... music supervisor
David Lawrence ... score producer
David Moritz ... music editor
Vinny Rich ... music consultant
Joshua E. Schneider ... score mixer (as Josh Schneider) / score recordist (as Josh Schneider)

Script and Continuity Department

Melisa Sanchez ... script supervisor: second unit (as Melisa Renee Sanchez)
Barbara Tuss ... script supervisor

Transportation Department

Cliff Beacham ... driver
Cynthia Dustin ... transportation captain
Mark Frantz ... driver: grip
Dale Lee ... transportation coordinator
Richard Middleton ... transportation captain: New Mexico (as Richard C. Middleton)
Jim Morange ... driver: camera car, New Mexico
Richard Pabst ... driver
Michael Robbins ... driver: camera car

Additional Crew

Liam Beatty ... production intern
Susan Bradley ... title designer
Michael Aaron Brink ... production intern
Claudette Cribbin ... set production assistant
Ian Davids ... assistant to producers (as David Kirsch) / production coordinator: New Mexico (as David Kirsch)
John Davis ... office production assistant: New Mexico
Michael Fister ... advertising
Mitch Greenberg ... production assistant: second unit
Douglas Hansen ... production financing (as Doug Hansen)
Julie Hansen ... production auditor
Jon Hendry ... caterer: New Mexico
Daren Hicks ... production coordinator
Sheri Jeffrey ... legal services
Sarah Kelly ... key set production assistant
Laura Kim ... publicist
Krissy Korn ... craft service: second unit
Amaani Lyle ... production intern
Stevie Maislen ... craft service
Cristina M. Mallen ... production intern
Michael Mendelsohn ... production financing
Richard Middleton ... assistant production coordinator (as Richard C. Middleton)
Greg Morgan ... catering first assistant
Scott Morgan ... catering first assistant
Eric Olin ... production intern
Lizelot Prumper ... production intern
Dean Ramser ... laboratory contact
Tracy Shaffer ... assistant: Mr. Kelly
Melinda Skilondz ... production coordinator: second unit
Rick St. John ... director of catering (as Ric St. John)
Danielle Steckler ... production intern
Jesse Stills ... set production assistant
Olga Suslov ... craft service
Jayne-Ann Tenggren ... script supervisor: New Mexico (as Jayne-Anne Tengren)
Cindy Trice ... assistant to producers
Paul Ulbrich ... assistant production coordinator: New Mexico / office production assistant
Lisa Vanallen ... craft service: New Mexico
Pinky Calica Vierra ... production intern (as Pinky Calica)
Joshua Zeman ... set production assistant (as Josh Zeman)
Crew verified as complete

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Plot Summary

Six different writers wrote a scene each of this romantic comedy featuring the marriage and turbulent relationship of Joseph and Sarah, with Joseph's best friend Frank trying hard to cope with letting the love of his life marry his best friend. Featuring Quentin Tarantino in a cameo as Sid, a movie-bore party goer Written by James Hastie

Plot Keywords
Taglines A romantic comedy brave enough to say those three magic words. See more »
Parents Guide View content advisory »

Additional Details

Also Known As
  • Sleep with Me - Liebe zu dritt (Germany)
  • Duerme conmigo (Spain)
  • Vem Dormir Comigo (Brazil)
  • La femme de mon ami (Canada, French title)
  • Spi z menoj (Slovenia)
  • See more »
  • 86 min
Aspect Ratio
Sound Mix
Filming Locations

Did You Know?

Trivia The Top Gun (1986) speech in Sleep with Me (1994) actually misquotes the real Top Gun script for intended humorous effect. Although Avary's speech claims that Iceman (Val Kilmer) says, "You can ride my tail any time" to Maverick (Tom Cruise) at the end of Top Gun, the character actually tells Maverick, "You can be my wingman any time." See more »
Goofs In the opening scenes, the driver's side window of the car is open for close shots and closed for more distant shots. See more »
Movie Connections Featured in Only You/Second Best/Pulp Fiction (1994). See more »
Soundtracks Wasted See more »
Quotes Sid: You want subversion on a massive level. You know what one of the greatest fucking scripts ever written in the history of Hollywood is? Top Gun.
Duane: Oh, come on.
Sid: Top Gun is fucking great. What is Top Gun? You think it's a story about a bunch of fighter pilots.
Duane: It's about a bunch of guys waving their dicks around.
Sid: It is a story about a man's struggle with his own homosexuality. It is! That is what Top Gun is about, man. You've got Maverick, all right? He's on the edge, man. He's right on the fucking line, all right? And you've got Iceman, and all his crew. They're gay, they represent the gay man, all right? And they're saying, go, go the gay way, go the gay way. He could go both ways.
Duane: What about Kelly McGillis?
Sid: Kelly McGillis, she's heterosexuality. She's saying: no, no, no, no, no, no, go the normal way, play by the rules, go the normal way. They're saying no, go the gay way, be the gay way, go for the gay way, all right? That is what's going on throughout that whole movie... He goes to her house, all right? It looks like they're going to have sex, you know, they're just kind of sitting back, he's takin' a shower and everything. They don't have sex. He gets on the motorcycle, drives away. She's like, "What the fuck, what the fuck is going on here?" Next scene, next scene you see her, she's in the elevator, she is dressed like a guy. She's got the cap on, she's got the aviator glasses, she's wearing the same jacket that the Iceman wears. She is, okay, this is how I gotta get this guy, this guy's going towards the gay way, I gotta bring him back, I gotta bring him back from the gay way, so I'll do that through subterfuge, I'm gonna dress like a man. All right? That is how she approaches it. Okay, now let me just ask you - I'm gonna digress for two seconds here. I met this girl Amy here, she's like floating around here and everything. Now, she just got divorced, right? All right, but the REAL ending of the movie is when they fight the MIGs at the end, all right? Because he has passed over into the gay way. They are this gay fighting fucking force, all right? And they're beating the Russians, the gays are beating the Russians. And it's over, and they fucking land, and Iceman's been trying to get Maverick the entire time, and finally, he's got him, all right? And what is the last fucking line that they have together? They're all hugging and kissing and happy with each other, and Ice comes up to Maverick, and he says, "Man, you can ride my tail, anytime!" And what does Maverick say? "You can ride mine!" Swordfight! Swordfight! Fuckin' A, man!
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