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

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)