Cast

Britney Spears
Lucy Wagner

Zoe Saldaña
Kit

Taryn Manning
Mimi

Anson Mount
Ben

Dan Aykroyd
Pete Wagner

Kim Cattrall
Caroline

Justin Long
Henry

Beverly Johnson
Kit's Mom

Bahni Turpin
Ms. Jenson

Kool Moe Dee
Bar Owner
Richard Voll
Dylan

Katherine Boecher
Dylan's Other Girl

Dave Allen
Bar Patron

Kyle Davis
High School Burnout

Branden Williams
Kurt
Celina Belizan
Kit's Friend

Shonda Farr
Kit's Friend

Jaret Reddick
Graduation Band
Christopher Van Malmsteen
Graduation Band
Erik Rodham Clinton
Graduation Band
Gary Wiseass
Graduation Band

Ritchie Montgomery
Customer

Brandon Henschel
Guy in Bar
Janet May
Annie
Seth Romatelli
Talent Organizer
Jesse Camp
Audition Applicant

Jamie Lynn Spears
Young Lucy Wagner
Dajine Colon
Young Kit
Crystal Milton
Young Mimi

Cullen G. Chambers
Kit's Father (uncredited)
Carl Conti
Paramedic (uncredited)
Nick Pellegrino
High School Vice Principal (uncredited)

Ray Conchado
Partygoer (uncredited)
Crew

Tamra Davis
Director
(Directing)
Richard Partlow
Foley Artist
(Sound)
Roger Jones
Production Secretary
(Production)
Paul Feddersen
Transportation Coordinator
(Crew)
David Gerry
Transportation Captain
(Crew)
Peter Alwazzan
Extras Casting
(Production)
Poland Perkins
Transportation Coordinator
(Crew)
Larry Arceneaux
Transportation Co-Captain
(Crew)
Sonny Messina
Transportation Co-Captain
(Crew)
Mike Stanwick
Color Timer
(Editing)

Trevor Jones
Original Music Composer
(Sound)
Paul Horn
First Assistant Camera
(Camera)
Yuri Karjane
Second Assistant Camera
(Camera)
Paul Daley
Chief Lighting Technician
(Lighting)
Giovanni Zelko
Lighting Technician
(Lighting)
Michael Lowrance
Lighting Technician
(Lighting)
Lou Isman
Best Boy Grip
(Camera)

Lori McCoy-Bell
Key Hair Stylist
(Costume & Make-Up)
Lana Heying
Assistant Hairstylist
(Costume & Make-Up)
Joni Powell
Assistant Makeup Artist
(Costume & Make-Up)
Bob Hawk
Propmaker
(Crew)
Charles Phillips
Construction Coordinator
(Art)
Beverley Hartigan
Special Effects Coordinator
(Crew)
Paul B. Clay
Sound Supervisor
(Sound)
Michael Hoskinson
ADR Editor
(Sound)
Michael Hoskinson
Dialogue Editor
(Sound)
Michael P. Cook
Dialogue Editor
(Sound)
Rich Steven
Dialogue Editor
(Sound)
Patrick O'Sullivan
Sound Effects Editor
(Sound)
Ann Hadsell
ADR Mixer
(Sound)
Ellen Heuer
Foley Artist
(Sound)
Lee Tinkham
Foley Mixer
(Sound)
Casey Troutman
Foley Artist
(Sound)
David Kreutzer
Sound Assistant
(Sound)
Nick Clay
Sound Assistant
(Sound)
Geoff Alexander
Orchestrator
(Sound)
Victoria Seale
Music Coordinator
(Sound)
Karen Roberts
Production Accountant
(Production)
Rayshelle Willis
Assistant Accountant
(Production)
Mae Makeen
Payroll Accountant
(Production)
Linda Warrilow
Production Office Coordinator
(Production)

Britney Spears
Executive Producer
(Production)
David Gale
Executive Producer
(Production)

Shonda Rhimes
Writer
(Writing)

Debbie Evans
Stunts
(Crew)
Clive Calder
Executive Producer
(Production)
Ann Carli
Producer
(Production)
Rob Lee
Co-Producer
(Production)
Jonathan McHugh
Co-Producer
(Production)

Larry Rudolph
Executive Producer
(Production)
Van Toffler
Executive Producer
(Production)
Johnny Wright
Executive Producer
(Production)

Melissa Kent
Editor
(Editing)
Kim Davis-Wagner
Casting
(Production)

Waldemar Kalinowski
Production Design
(Art)
Barry Kingston
Art Direction
(Art)
Florence Fellman
Set Decoration
(Art)
Frank J. Zito III
Set Decoration
(Art)
Wendy Schecter
Costume Design
(Costume & Make-Up)
Matthew R. Hannon
Post Production Supervisor
(Crew)
Victor Ho
Unit Production Manager
(Production)
Melissa Cummins Lorenz
Second Assistant Director
(Directing)

Robert Lorenz
First Assistant Director
(Directing)

Robert Lorenz
Second Unit Director of Photography
(Camera)
Michael R. Blaich
Painter
(Art)
Jack Blanchard
Set Dresser
(Art)
Tim Broderick
Painter
(Art)
James J. Burke
Art Department Coordinator
(Art)
Daniel DiAlba
Propmaker
(Crew)
Will Grant
Set Dresser
(Art)
Michael Hoapili
Assistant Property Master
(Art)
Jim C. Johnson
Leadman
(Art)
Helen Kozora
Set Decoration Buyer
(Art)
Peter Mugar
Painter
(Art)
Michael Spitaletto
Painter
(Art)
Scott A. Stephens
Property Master
(Art)
Frank J. Zito III
Leadman
(Art)
Michael P. Cook
Foley Editor
(Sound)
Coril Joseph
Cableman
(Crew)
Aaron Levy
Sound Recordist
(Sound)
Jim Fitzpatrick
Sound Re-Recording Mixer
(Sound)
Rudy Pi
Sound Re-Recording Mixer
(Sound)
Joel Shryack
Boom Operator
(Sound)
Susumu Tokunow
Production Sound Mixer
(Sound)
Lloyd Lee Barnett
Digital Compositors
(Visual Effects)
Shaina Holmes
Digital Compositors
(Visual Effects)

Al Goto
Stunt Coordinator
(Crew)
Harry Harris III
Stunt Coordinator
(Crew)
Paul Beard
Lighting Technician
(Lighting)
Scott Browner
Camera Operator
(Camera)
Buddy Carr
Dolly Grip
(Camera)
Raul Colletta
Video Assist Operator
(Crew)
Tom Conrad
Video Assist Operator
(Crew)
Cougar Easley
Lighting Technician
(Lighting)
Chris Ekstrom
Grip
(Camera)
Richard Fezzey
Key Grip
(Camera)
Richard Foreman Jr.
Still Photographer
(Camera)
Rob Forrest
Dolly Grip
(Camera)
Scott Gillis
Grip
(Camera)
Jason Goodowens
Grip
(Camera)
Andy C. Huber
Rigging Gaffer
(Lighting)
Kurt Jones
Steadicam Operator
(Camera)
Vic Keatley
Lighting Technician
(Lighting)
Baqi Kopelman
Lighting Technician
(Lighting)
Jon Lindsay
Camera Loader
(Camera)
George Marsala
Grip
(Camera)
Paul Olinde
Lighting Technician
(Lighting)
Dustin Pedone
Lighting Technician
(Lighting)
Gregory Romero
Grip
(Camera)
Cate Engel
Casting Assistant
(Production)
Isabela Braga
Key Costumer
(Costume & Make-Up)
Linda Gardar
Key Costumer
(Costume & Make-Up)
Caroline B. Marx
Costume Supervisor
(Costume & Make-Up)
Dena Matranga
Set Costumer
(Costume & Make-Up)
Giselle Spence
Seamstress
(Costume & Make-Up)
Andi Kasen Bergman
Assistant Editor
(Editing)
Theresa Repola Mohammed
Negative Cutter
(Editing)
Alexis Seymour
First Assistant Editor
(Editing)
Antoinette Levine
Location Manager
(Production)
Geoff Alexander
Conductor
(Sound)
Daniel Allan Carlin
Music Supervisor
(Sound)
Gareth Cousins
Music Programmer
(Sound)
Gareth Cousins
Mixing Engineer
(Crew)
Julian Kershaw
Orchestrator
(Sound)
Gordan Nikolitch
Music Director
(Sound)

Steven Price
Musician
(Sound)
Jan McWilliams
Script Supervisor
(Directing)
Lucas Moore
Studio Teachers
(Crew)
Jon Sperry
Dialect Coach
(Crew)

Kimberly Greene
Makeup Department Head
(Costume & Make-Up)
Jim Harrison
Supervising Music Editor
(Sound)
Justine Arteta
Casting
(Production)
Charles Page
Construction Foreman
(Art)

Trevor Jones
Orchestrator
(Sound)

Trevor Jones
Musician
(Sound)

Eric Alan Edwards
Director of Photography
(Camera)