Britney Spears as Lucy Wagner

Zoe Saldaña as Kit

Taryn Manning as Mimi

Anson Mount as Ben

Dan Aykroyd as Pete Wagner

Kim Cattrall as Caroline

Justin Long as Henry

Beverly Johnson as Kit's Mom

Bahni Turpin as Ms. Jenson

Kool Moe Dee as Bar Owner

Richard Voll as Dylan

Katherine Boecher as Dylan's Other Girl

Dave Allen as Bar Patron

Kyle Davis as High School Burnout

Branden Williams as Kurt

Celina Belizan as Kit's Friend

Shonda Farr as Kit's Friend

Jaret Reddick as Graduation Band

Christopher Van Malmsteen as Graduation Band

Erik Rodham Clinton as Graduation Band

Gary Wiseass as Graduation Band

Ritchie Montgomery as Customer

Brandon Henschel as Guy in Bar

Janet May as Annie

Seth Romatelli as Talent Organizer

Jesse Camp as Audition Applicant

Jamie Lynn Spears as Young Lucy Wagner

Dajine Colon as Young Kit

Crystal Milton as Young Mimi

Cullen G. Chambers as Kit's Father (uncredited)

Carl Conti as Paramedic (uncredited)

Nick Pellegrino as High School Vice Principal (uncredited)

Ray Conchado as Partygoer (uncredited)