Three friends get together and bury a box making a pact to open it at midnight at their high school graduation. In the little town in Georgia that they live in, things soon change. One is little miss perfect, one is an engaged prom queen, and the other is a pregnant outcast. The night of graduation, they open the box and they strike up a conversation. All of a sudden, one brings up the topic of her going to Los Angeles for a record contract audition. They all decide to go together and they leave. With a little money, they set out on the road with a guy named Ben. When one of them tells the other a rumor that he might be a homicidal maniac they are all scared of him. When they reach LA, Lucy falls in love with Ben and against her father's wishes, she stays and she goes to the audition.
| Directing | Tamra Davis | Director |
| Production | David Gale | Executive Producer |
| Writing | Shonda Rhimes | Writer |
| Production | Clive Calder | Executive Producer |
| Production | Ann Carli | Producer |
| Production | Victor Ho | Line Producer |
| Production | Rob Lee | Co-Producer |
| Production | Jonathan McHugh | Co-Producer |
| Production | Larry Rudolph | Executive Producer |
| Production | Britney Spears | Executive Producer |
| Production | Van Toffler | Executive Producer |
| Production | Johnny Wright | Executive Producer |
| Sound | Trevor Jones | Music |
| Crew | Eric Alan Edwards | Cinematography |
| Editing | Melissa Kent | Editor |
| Production | Kim Davis-Wagner | Casting |
| Art | Waldemar Kalinowski | Production Design |
| Art | Barry Kingston | Art Direction |
| Art | Florence Fellman | Set Decoration |
| Art | Frank Zito | Set Decoration |
| Costume & Make-Up | Wendy Schecter | Costume Design |
| Costume & Make-Up | Lana Heying | Hairstylist |
| Costume & Make-Up | Lori McCoy-Bell | Hair Department Head |
| Costume & Make-Up | Joni Powell | Makeup Artist |
| Crew | Matthew R. Hannon | Post Production Supervisor |
| Production | Victor Ho | Unit Production Manager |
| Directing | Melissa Cummins Lorenz | Second Assistant Director |
| Directing | Robert Lorenz | First Assistant Director |
| Camera | Robert Lorenz | Second Unit Director of Photography |
| Directing | Marla D. Saltzer | Second Assistant Director |
| Art | Tom Benardello | Painter |
| Art | Michael R. Blaich | Painter |
| Art | Jack Blanchard | Set Dresser |
| Art | Tim Broderick | Painter |
| Art | James J. Burke | Art Department Coordinator |
| Crew | Daniel DiAlba | Propmaker |
| Crew | Bob Hawk | Propmaker |
| Art | 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 | Peter Mugar | Painter |
| Art | Charles Phillips | Construction Coordinator |
| Art | Michael Spitaletto | Painter |
| Art | Scott A. Stephens | Property Master |
| Art | Frank Zito | Leadman |
| Sound | Rory Ambron | Sound |
| Sound | Nick Clay | Assistant Sound Editor |
| Sound | Michael P. Cook | Foley Editor |
| Sound | Richard Cook | Dialogue Editor |
| Sound | Ellen Heuer | Foley |
| Crew | Coril Joseph | Cableman |
| Sound | Aaron Levy | Sound Recordist |
| Sound | Jim Fitzpatrick | Sound Re-Recording Mixer |
| Sound | Carey Milbradt | Sound Editor |
| Sound | Patrick O'Sullivan | Sound Effects Editor |
| Sound | Richard Partlow | Foley |
| Sound | Rudy Pi | Sound Re-Recording Mixer |
| Sound | Joel Shryack | Boom Operator |
| Sound | Susumu Tokunow | Production Sound Mixer |
| Sound | Casey Troutman | Foley |
| Sound | Steven A. Williams | Music |
| Sound | Alan Freedman | ADR Editor |
| Sound | Ann Hadsell | ADR Editor |
| Sound | Lee Tinkham | ADR Editor |
| Crew | Derek Crimmel | Special Effects Coordinator |
| Visual Effects | Lloyd Lee Barnett | Digital Compositors |
| Visual Effects | Gregory Creaser | Imaging Science |
| Visual Effects | Shaina Holmes | Digital Compositors |
| Crew | Al Goto | Stunt Coordinator |
| Crew | Harry Harris III | Stunt Coordinator |
| Crew | Jason White | Stunt Coordinator |
| Lighting | Paul Beard | Lighting Technician |
| Camera | Scott Browner | Camera Operator |
| Camera | Buddy Carr | Dolly Grip |
| Crew | Raul Colletta | Video Assist Operator |
| Crew | Tom Conrad | Video Assist Operator |
| Lighting | Paul Daley | Gaffer |
| Lighting | Cougar Easley | Lighting Technician |
| Camera | 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 |
| Lighting | Andy C. Huber | Rigging Gaffer |
| Camera | Kurt Jones | Steadicam Operator |
| Lighting | Vic Keatley | Lighting Technician |
| Lighting | Baqi Kopelman | Lighting Technician |
| Camera | Jon Lindsay | Camera Loader |
| Lighting | Michael Lowrance | Electrician |
| Camera | George Marsala | Grip |
| Lighting | Paul Olinde | Lighting Technician |
| Lighting | Dustin Pedone | Lighting Technician |
| Camera | Gregory Romero | Grip |
| Production | Cate Engel | Casting Assistant |
| Costume & Make-Up | 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 |
| Editing | Andi Kasen Bergman | Assistant Editor |
| Editing | Theresa Repola Mohammed | Negative Cutter |
| Editing | Alexis Seymour | First Assistant Editor |
| Editing | Alexis Seymour | Color Timer |
| Production | Antoinette Levine | Location Manager |
| Sound | Geoff Alexander | Conductor |
| Sound | David Arch | Musician |
| Sound | Ramiro Belgardt | Music Editor |
| Sound | Daniel Allan Carlin | Music Supervisor |
| Sound | Gareth Cousins | Music Programmer |
| Crew | Gareth Cousins | Mixing Engineer |
| Sound | Trevor Jones | Orchestrator |
| Sound | Julian Kershaw | Orchestrator |
| Sound | London Symphony Orchestra | Musician |
| Sound | Gordan Nikolitch | Music Director |
| Sound | Steven Price | Musician |
| Sound | Terry Wilson | Music Editor |
| Directing | Jan McWilliams | Script Supervisor |
| Crew | Lucas Moore | Studio Teachers |
| Crew | Jon Sperry | Dialect Coach |
| Production | Linda Warrilow | Production Coordinator |
| Crew | David May | Thanks |
| Costume & Make-Up | Kimberly Greene | Makeup Department Head |
| Sound | Jim Harrison | Supervising Music Editor |
| Crew | Eddie Perez | Stunt Coordinator |
| Production | Justine Baddeley | Casting |
| Art | Charles Page | Construction Foreman |
