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| Ashley Judd | ... | Lucy Fowler | |
| Jason T. Davis | ... | Motel Man | |
| Richard Lee Crow | ... | Motel Clerk | |
| Laura Prepon | ... | Kim | |
| Christine Renee Ward | ... | Sue (as Christy Ward) | |
| Candyce Hinkle | ... | Doll | |
| Scott Wilson | ... | Lowell Fowler | |
| Tim Blake Nelson | ... | Uncle Tim | |
| Pat Corley | ... | Papa | |
| Diane Ladd | ... | Nana | |
| Wally Welch | ... | Eli | |
| Ritchie Montgomery | ... | Bob | |
| Jeffrey Donovan | ... | Cal Percell | |
| Nancy Ellen Mills | ... | Michelle | |
| Chuck Borden | ... | Man with Michelle | |
| Ray McKinnon | ... | Toby | |
| Stacy Keach | ... | Owen Allen | |
| Ann Marie Hall | ... | Vet Receptionist | |
| Jeff Nichols | ... | Lee Young | |
| James Cotten | ... | Steve | |
| Jason Davis | ... | Mickey (as Jason A. Davis) | |
| Kelly Adams | ... | Woman at Cal's | |
| Darlene Baker | ... | Linda | |
| Joshua Payne | ... | Cap Guy | |
| Bryan Ledford | ... | Church Band Member | |
| Justin Showah | ... | Church Band Member | |
| Cary Hudson | ... | Church Band Member | |
| Ted Gainey | ... | Church Band Member | |
| Jeannie Max Lane | ... | Lyle's Starstudded Honky-Tonk Band | |
| Troy Cook | ... | Lyle's Starstudded Honky-Tonk Band | |
| Steve Williams | ... | Lyle's Starstudded Honky-Tonk Band | |
| Tony Reaves | ... | Lyle's Starstudded Honky-Tonk Band | |
| Tim Wilson | ... | Lyle's Starstudded Honky-Tonk Band | |
| J.D. McIntyre | ... | Lyle's Starstudded Honky-Tonk Band | |
| Kathleen LaGue | ... | Woman (voice) | |
| Doug Swander | ... | Man (voice) | |
| rest of cast listed alphabetically: | |||
| Alan Brewer | ... | Church Member | |
| Lew Temple | ... | Man (voice) | |
| Jan Ainley | ... | Bar Patron / Line Dancer (uncredited) | |
| Madison Ainley | ... | Bar Patron / Line Dancer (uncredited) | |
| Jennifer Elaine Black | ... | Church Member / Bar Patron (uncredited) | |
| Tony L. Brown | ... | Bar Patron / Line Dancer (uncredited) | |
| Rick Dial | ... | Mike (uncredited) | |
| Arnold John Popa III | ... | Church Member (uncredited) | |
| Suzanne Shaye | ... | Bar patron / church member (uncredited) | |
| Amanda Sickler | ... | Woman (voice) (uncredited) | |
| John Weeks | ... | Bar Patron (uncredited) | |
| Michael Witham | ... | Church Member (uncredited) | |
Directed by | |||
| Joey Lauren Adams | |||
Writing credits(in alphabetical order) | ||
| Joey Lauren Adams | written by | |
Produced by | |||
| Edward Bass | .... | producer (as Ed Bass) | |
| Dan Etheridge | .... | co-producer | |
| Daniel Grodnik | .... | executive producer | |
| Michel Litvak | .... | producer | |
| D. Scott Lumpkin | .... | co-producer (as Scott Lumpkin) | |
| Grant McFadden | .... | associate producer | |
| Laura D. Smith | .... | associate producer (as Laura Smith) | |
| Athena Stensland | .... | consulting producer | |
| Gary Michael Walters | .... | executive producer | |
| Holly Wiersma | .... | producer | |
| Julie Yorn | .... | producer | |
Original Music by | |||
| Alan Brewer | |||
Cinematography by | |||
| Tim Orr | (director of photography) | ||
Film Editing by | |||
| Meg Reticker | |||
Casting by | |||
| Beth Blanks | |||
| Steve Brooksbank | |||
| Mary Jo Slater | |||
Production Design by | |||
| Max Biscoe | |||
Set Decoration by | |||
| Anuradha Mehta | (as Radha Mehta) | ||
Costume Design by | |||
| Lee Hunsaker | |||
Makeup Department | |||
| Karen Blynder | .... | assistant makeup artist | |
| E.C. Haynes | .... | additional hair stylist | |
| Bunny Parker | .... | key hair stylist | |
| Lynda Kyle Walker | .... | assistant hair stylist (as Lynda Walker) | |
| Brad Wilder | .... | key makeup artist | |
| Brad Wilder | .... | makeup artist: Ashley Judd (uncredited) | |
Production Management | |||
| Harvey Greenberg | .... | post-production supervisor | |
Second Unit Director or Assistant Director | |||
| Kyle Andrezski | .... | second assistant director | |
| Shawn Dyrdahl | .... | second second assistant director | |
| Nicholas Lee | .... | first assistant director | |
Art Department | |||
| Joe Arnold | .... | property master | |
| Amy Bell | .... | assistant property master | |
| Jeffrey Bennison | .... | carpenter | |
| Jeffrey Bennison | .... | painter | |
| William Clark Coit III | .... | swing (as William Coit) | |
| Joseph Fedo | .... | leadman (as Joe Fedo) | |
| Fonda Fisher | .... | on-set dresser | |
| Stacy L. Henning | .... | swing (as Stacey Henning) | |
| Mitchell Patterson | .... | buyer | |
Sound Department | |||
| Chad Algarin | .... | sound recordist: Warner Hollywood Stage D | |
| Michael Axinn | .... | co-supervising sound editor | |
| Michael Brown | .... | foley supervisor | |
| Gary Coppola | .... | sound re-recording mixer (as Gary J. Coppola) | |
| George Cuddy | .... | assistant field recordist | |
| Michael Curry | .... | sound re-recording engineer: Warner Hollywood Stage D | |
| David O. Daniel | .... | sound mixer | |
| Thadd Day | .... | boom operator | |
| Michael Fleming | .... | field recordist | |
| Lesa Foust | .... | boom operator | |
| Mark Johnston | .... | sound recordist: Warner Hollywood Stage D | |
| Yagmur Kaplan | .... | supervising assistant sound editor | |
| Michael Novitch | .... | sound re-recording engineer: Warner Hollywood Stage D | |
| Matthew Perna | .... | assistant field recordist | |
| Jeff Prosser | .... | foley mixer (as Jeffrey Ving Prosser) | |
| Denny Shaw | .... | sound re-recording engineer: Warner Hollywood Stage D | |
| Christopher Sheldon | .... | supervising sound editor (as Chris Sheldon) | |
| Ren Sherman | .... | utility sound technician | |
| Rob Sumner | .... | assistant field recordist (as Robert Sumner) | |
| Ron Vrablik | .... | field recordist | |
| David Warburton | .... | post facility coordinator | |
Stunts | |||
| Chuck Borden | .... | stunt coordinator | |
Camera and Electrical Department | |||
| David Calhoun | .... | electrician (as Dave Calhoun) | |
| Eric Damazio | .... | key grip | |
| Jeffrey A. Eplett | .... | gaffer (as Jeff Eplett) | |
| Kelly Freddie | .... | electrician | |
| Rob Givens | .... | camera loader | |
| Chris Hamala | .... | grip (as Chris E. Hamala) | |
| Chip Huntington | .... | best boy grip | |
| Kyle Jewell | .... | camera loader | |
| Trey Lange | .... | grip | |
| Maurice Langford | .... | electrician | |
| Chris Lumpkin | .... | grip | |
| Bill Matlock | .... | still photographer | |
| Jonathan Meyer | .... | electrician | |
| Matthew A. Petrosky | .... | first assistant camera | |
| Jorge A. Quiñonez | .... | electrician | |
| Cesar Quintilla | .... | dolly grip | |
| John Schwartz | .... | best boy electric | |
| Linda Slater | .... | second assistant camera | |
| Steve Sudge | .... | electrician | |
Casting Department | |||
| James Cotten | .... | casting assistant: Arkansas | |
| Manny Fernandez | .... | casting assistant | |
| Kathleen LaGue | .... | adr voice casting | |
| Vince Rimoldi | .... | casting assistant | |
| Sarah Tackett | .... | casting director: Arkansas | |
Costume and Wardrobe Department | |||
| Loretta Harper | .... | set costumer | |
| Erin Aldridge Orr | .... | costume supervisor | |
Editorial Department | |||
| Mato | .... | color timer | |
| Brian Nogle | .... | digital color timer: Pacific Title and Art Studio | |
| Aaron Rottinghaus | .... | assistant editor | |
| Paul Salamoff | .... | post-production coordinator (uncredited) | |
| Leroy Wolf | .... | color timer (uncredited) | |
Music Department | |||
| Alan Brewer | .... | music producer | |
| Jerry Deaton | .... | music producer | |
| Jim Schultz | .... | music editor | |
| Richard Walters | .... | music supervisor | |
Transportation Department | |||
| Eric Ayers | .... | driver | |
| Rick Damazio | .... | transportation coordinator: Arkansas (as Ricky damazio) | |
| Anthony Detiege | .... | driver | |
| Anthony Detiege | .... | transportation | |
| J.D. Hicks | .... | driver | |
| Randy Holland | .... | driver | |
| Billy Kane | .... | transportation coordinator: Los Angeles (as William Kane) | |
| Johnny Knox | .... | driver | |
| George A. Miki | .... | transportation captain (as George Miki) | |
| George Mills | .... | driver | |
| Matafao Lee Paisa | .... | driver (as Matafao Paisa) | |
| Debbie Patrick | .... | driver | |
| Jack Prince | .... | set mechanic | |
| Eddie Santana | .... | driver (as Edward Santana) | |
| Doug Stewart | .... | driver: insert car | |
| Jeff Turner | .... | driver | |
| Dan O. Wiseman | .... | driver (as Dan Wiseman) | |
| John Christopher Hicks | .... | driver (uncredited) | |
Other crew | |||
| Sarah Michelle Abbott | .... | office production assistant | |
| Kelly Adams | .... | assistant: Ms. Adams | |
| Levi Agee | .... | intern | |
| Jennifer Allen | .... | publicist: PMK Los Angeles | |
| Jacob Bartol | .... | assistant location manager | |
| Dale Bicker | .... | production intern | |
| Jeff Clark | .... | production intern | |
| William Clark Coit III | .... | location scout | |
| Aaron Criswell | .... | assistant: Ms. Yorn | |
| Joseph Dempsey | .... | office production assistant | |
| Jack Driscoll | .... | security: Ms. Judd | |
| Rob Engles | .... | set staffer | |
| Dara Etzel | .... | personal assistant: Ms. Judd | |
| Thomas Fink | .... | production intern | |
| Sarah Fleming | .... | production assistant | |
| Chris Gibson | .... | location manager | |
| Deborah Gilbert | .... | medic coordinator | |
| Jerry Halpain Jr. | .... | production secretary | |
| Daniel Harris | .... | intern | |
| Tom Howes | .... | assistant production coordinator | |
| Derek Wayne Hurst | .... | production intern (as Derek Hurst) | |
| Jeff Jackson | .... | assistant craft service | |
| Randee Kaplan | .... | production intern | |
| Wes Kemp | .... | stand-in | |
| Jacob LeMaster | .... | production intern | |
| Leighann LeMaster | .... | production intern (as Leighann Derden) | |
| Damien Lubiak | .... | production coordinator | |
| Sarah Manowitz | .... | set staffer | |
| Maggie Means | .... | production accountant | |
| Christie Melton | .... | production intern | |
| Larry Michalski | .... | sales | |
| Michael Moncreiff | .... | titles producer: Pacific Title and At Studio | |
| Wendy Kay Moore | .... | assistant: Mr. Grodnik (as Wendy Moore) | |
| Holly Murray | .... | set staffer (as Holly C. Murray) | |
| Don Napoli | .... | post-production accountant: East Coast Post | |
| David Parkerson | .... | production intern | |
| Jason Payne | .... | assistant chef | |
| Emily Peresta | .... | production intern | |
| Michael Poe | .... | production intern | |
| John Porter | .... | office production assistant | |
| Angela Prosser | .... | stand-in | |
| Erik Proveaux | .... | chef | |
| Kristin Rateliff | .... | set staffer | |
| Peter W. Root | .... | key set production assistant (as Peter Root) | |
| Rick Rosenthal | .... | production counsel (as Riuchard M. Rosenthal) | |
| Marc Ross | .... | production manager: titles, Pacific Title and Art Studio | |
| Dr. Bruce Sanderson | .... | production doctor | |
| Brooke Satrazemis | .... | script supervisor | |
| Danny Sconyers | .... | location scout | |
| Travis Seals | .... | head chef | |
| Barbara Seretan | .... | assistant: Mr. Bass | |
| Perry Suppa | .... | scheduler | |
| Holly Terry | .... | production intern | |
| Suzy Vaughan | .... | script clearance (as Suzi Vaughn) | |
| Gregory Thomas Wagnon | .... | production intern | |
Thanks | |||
| Peter Billingsley | .... | special thanks | |
| William Blaylock | .... | special thanks | |
| Mason Cooper | .... | special thanks | |
| Charlie Daniels | .... | special thanks | |
| Eileen Dietz | .... | special thanks | |
| Jon Favreau | .... | special thanks | |
| Bruce Heller | .... | special thanks | |
| Richard Linklater | .... | special thanks | |
| Kevin Smith | .... | special thanks | |
| Billy Bob Thornton | .... | special thanks | |
| Vince Vaughn | .... | special thanks | |
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The DVD box promises us "the best performance of her career," and I'd agree with that 100%. Too bad this fine movie was saddled with a deadly non-commercial title, too bad the DVD is supposedly a "Blockbuster exclusive" which limits its availability. Too bad the summary on the box is dishonest; most likely just because some good movies are hard to describe.
JUDD plays a 30-something woman who often wakes up in a stranger's bed after several-too-many beers in a country music honky tonk. The story is about how she finds her way --- after a few stumbling blocks --- after her sister tells her that getting to know a guy such as his middle name and where he's from isn't so bad.
The marvel of the movie is a screenplay that follows her everyday life in a Southern town without ever resorting to anything but on-the-level events and interactions. Never boring, always involving, this is JUDD'S movie. She's on camera 99% of the running time. This is a brilliant portrait of a woman.
Lots of country music in the background. Good stuff, with lots of heart and sorrow; not the Kenney Chesney-like trash we hear on the radio these days with no tune and nothing lyrics; just loud. Old stuff, new stuff; but good stuff. Amen!