reaches the "World's Second Largest Farmer's Market" in Nebraska. There, a series of notes and clues gives him a choice: to either follow the map home or to go in a new direction, searching for the "girl in the red hat." He finds Claire, they kiss, and Drew realizes he loves her. Cast Orlando Bloom as Drew Baylor Kirsten Dunst as Claire Colburn Susan Sarandon as Hollie Baylor Alec Baldwin as Phil DeVoss Bruce McGill as Bill Banyon Judy Greer as Heather Baylor Jessica Biel as Ellen Kishmore Paul Schneider as Jesse Baylor Loudon Wainwright III as Uncle Dale Gailard Sartain as Charles Dean Jed Rees as Chuck Hasboro Jim Fitzpatrick as Rusty Paula Deen as Aunt Dora Dan Biggers as Uncle Roy Alice Marie Crowe as Aunt Lena Tim Devitt as Mitch Baylor Ted Manson as Sad Joe Shane Lyons as Charlie Bill Emily Rutherfurd as Cindy Hasboro Production Jane Fonda was cast in Sarandon's role, but had to drop out. Ashton Kutcher, Seann William Scott, Colin Hanks, Chris Evans, and James Franco all auditioned for Bloom's part. Kutcher was actually hired to play Drew, but director Cameron Crowe decided during filming that the chemistry between him and Dunst was not right and Kutcher left the project. Biel auditioned for the female lead, but was given a smaller role as Drew's ex-girlfriend. There is a character named Ben who is mentioned as a love interest of Claire. In the original cut of the film, Ben is revealed to be Claire's brother. Recognizable settings for scenes shot in Louisville, Kentucky, include the Brown Hotel, Highland Middle School, and Cave Hill Cemetery. Opening scene shows a helicopter flying over downtown Portland, Oregon, and the Fremont Bridge. Although the exterior, lobby, and corridors of the Brown Hotel are seen, the hotel's Crystal Ball Room was replicated on a soundstage. While Bloom's character is supposedly driving to Elizabethtown, he is traveling in the wrong direction. He is also pictured going through the Cherokee Park tunnel on I-64 although Elizabethtown is on I-65, about in the other direction. Despite the film's title, most of the smalltown scenes were filmed in Versailles, Kentucky. Only two scenes portraying distinctive landmarks were filmed in Elizabethtown, because many of its historic buildings have been replaced by chain stores and Urban sprawl. A few scenes were filmed in LaGrange. Other local scenes were filmed in Otter Creek Park in