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| Natalie Portman | Novalee Nation |
| Ashley Judd | Lexie Coop |
| Stockard Channing | Thelma 'Sister' Husband |
| Joan Cusack | Ruth Meyers |
| James Frain | Forney Hall |
| Dylan Bruno | Willy Jack Pickens |
| Keith David | Moses Whitecotten |
| Sally Field | Mama Lil |
| Richard Jones | Mr. Sprock |
| Jim Beaver | Clawhammer (uncredited) |
| Mackenzie Fitzgerald | Americus Nation |
| Mary Ashleigh Green | Girl in Bathroom |
| Jim Henry | Bar Room Fighter (uncredited) |
| Heather Kafka | Delphia |
| Richard Nance | Johnny DeSoto |
| Russell Towery | Bass Player (uncredited) |
| Rodger Boyce | Harry the Policeman |
After Tennessee teen Novalee Nation is left literally barefoot and pregnant in a Wal-Mart parking lot by her no-good boyfriend, Willy Jack Pickens, she manages to live within the mammoth megastore until her baby's abrupt arrival makes her a media darling. After this, Good Samaritan nurse Lexie takes in Novalee and her newborn daughter. Before long, Lexie and Novalee form a life-changing bond of friendship and sisterhood.
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