Tamra Davis Director Britney Spears Lucy Actor Anson Mount Ben Actor Zoe Saldaña Kit Actor Taryn Manning Mimi Actor Kim Cattrall Caroline Actor Dan Aykroyd Pete Actor Justin Long Henry Actor Beverly Johnson Kit's Mother Actor Bahni Turpin Ms. Jenson Actor Kool Moe Dee Bar Owner Actor Rich Voll Dylan Actor Shonda Rhimes Writer Ann Carli Producer Clive Calder Executive Producer Larry Rudolph Executive Producer Johnny Wright Executive Producer Van Toffler Executive Producer David Gale Executive Producer Rob Lee Co-Producer Jonathan McHugh Co-Producer Eric Alan Edwards Cinematographer Waldemar Kalinowski Production Design Wendy Schecter Costume Design Michael Carlin Music Supervisor Trevor Jones Original Music