Reese Witherspoon
as Melanie Smooter

Josh Lucas
as Jake Perry

Patrick Dempsey
as Andrew Hennings

Candice Bergen
as Mayor Kate Hennings

Mary Kay Place
as Pearl Smooter

Fred Ward
as Earl Smooter

Jean Smart
as Stella Kay Perry

Ethan Embry
as Bobby Ray

Melanie Lynskey
as Lurlynn

Courtney Gains
as Sheriff Wade

Mary Lynn Rajskub
as Dorothea

Rhona Mitra
as Tabatha Wadmore-Smith

Nathan Lee Graham
as Frederick Montana

Sean Bridgers
as Eldon

Fleet Cooper
as Clinton

Kevin Sussman
as Barry Lowenstein

Thomas Curtis
as Young Jake

Dakota Fanning
as Young Melanie

Mark Skinner
as Bruno

Michelle Krusiec
as Pan

Phil Cater
as Pablo

Michael Snow
as Devin

Bob Penny
as Wallace Buford

Mark Matkevich
as Tom Darovsic

Lee Roy Giles
as Eugene the Guard

Afemo Omilami
as Jimmy Lee

Kevin Hagan
as Jimmy the Driver

Dennis Ryan
as Reporter

Jim O'Connor
as Reporter

Leslie Hendrix
as Reporter

Tony Rizzoli
as Gentleman

Bob Seel
as Bartender

Kelsey Lowenthal
as Carrie Lee

Jen Apgar
as Starr

Sarah Baker
as Dix

Deborah Duke
as Sherma

Ted Manson
as Colonel Murphy

Sharon Blackwood
as Virgie

Suzi Bass
as Shirleen

Don Young
as Old Dead Soldier

Jody Thompson
as Dead Soldier

Dionne Gipson
as Press Secretary

Doug Killen
as Catfish Festival Dancer

Emily Furman
as Catfish Festival Dancer

Pete Talton
as Catfish Festival Dancer

Kelly Franklin
as Catfish Festival Singer

Keni Thomas
as Catfish Festival Singer

Jeanne Arnold
as Catfish Festival Singer

Osjha Anderson
as Catfish Festival Singer

Charlotte Pierrepont
as Model

Traci Ann Wolfe
as Model

Jana Lynn Schoep
as Model

Eddy Donno
as Model

Colin Ford
as Clinton Jr. (uncredited)

Katharine Towne
as Erin Vanderbilt (uncredited)