Sandra Bullock as Gracie Hart

Benjamin Bratt as Eric Matthews

Heather Burns as Cheryl Frasier

Michael Caine as Victor Melling

Ernie Hudson as Harry McDonald

Candice Bergen as Kathy Morningside

William Shatner as Stan Fields

John DiResta as Agent Clonsky

Melissa De Sousa as Karen Krantz

Steve Monroe as Frank Tobin

Deirdre Quinn as Mary Jo Wright

Wendy Raquel Robinson as Leslie Davis

Asia De Marcos as Alana Krewson

Ken Thomas as Agent Harris

Gabriel Folse as Jerry Grant

Leeanne Locken Emberlin as Kelly Beth Kelley

John Cann as Russian Bodyguard

Laurie Guzda as Assistant Director

Lucien Douglas as Warehouse Hair Stylist

Mona Lee Fultz as Russian Waitress

Konstantin Selivanov as Ivan

Danny Kamin as Krashow

Eric Ian Goldberg as Alan

Mary Ashleigh Green as Young Gracie

Cody Linley as Tough Boy

Rupert Reyes as Security Guard

Jessica Holcomb as Beth Carter

Jennifer Gareis as Tina

Ellen H. Schwartz as Ellen H. Schwartz

Cassandra L. Small as Starbucks Cop

Marco Perella as Starbucks Guy

Cynthia Dorn as Preliminary Judge

Catenya McHenry as Newscaster

Paige Bishop as Warehouse Dentist

Pei-San Brown as Ali Lowchowski, Miss Arkansas

Kelly Bright as Jaimee Madison, Miss Minnesota

Farah White as Belinda Brown, Miss Tennessee

Pam Green as Katwyna Towers, Miss Washington

Angela Van De Walle as Uma Trough, Miss Oregon

Katy Dunlap as Miss Iowa

Bernadette Nason as Pageant Matron

Ellen H. Schwartz as Self

Georgia Foy as Lori, Miss United States

Isamari White as Lana Harmony Frankfurt, Miss Florida

Kimberly Crawford as Lily Hardywood, Miss Maine

Jamie Drake Stephens as Wynni Tracey Concellio, Miss Maryland

Dyan Conner as Penelope Likkum, Miss Massachusetts

Dee Dee Adams as Tinka Woods, Miss Missouri

Shana McClendon as Sky Greenleaves, Miss Nevada

Janie Terrazas as Hayley Downes, Miss New Mexico

Holly Mills as Olivia Einstein, Miss Ohio

Tarah Bartley as Vanessa Black-Wooding, Miss South Carolina

Summyr Miller as Inga van Horna, Miss Utah

Jessica Hale as Patricia De Le Marco Los Conchita Amelia Carolina Maria Moses, Miss Vermont

Deborah Abbott as Kiki Call, Miss District of Columbia

Camille Chen as Miss New Hampshire

Lisa Del Dotto as Miss South Dakota

Dawn McCoy as Miss Delaware

Nora J. Moore as Russian Woman

Mylinda Royer as Pageant Judge

Nita Rainwater as Miss Indiana

Hollie Stenson as Miss Wyoming

LaToya Ward as Pageant Manager

Michelle Yerger as Miss Idaho

Jennifer Matyear as Audience Member

Douglas M. Nelson as Benefactor (uncredited)