Heather Joan Graham was born in Milwaukee, Wisconsin, to Joan (Bransfield), a schoolteacher and children's book author, and James Graham, an FBI agent. She and her sister, actress Aimee Graham, were raised by their strictly Catholic parents. They relocated often, as a result of their father's occupation, and Heather became increasingly shy. Surprisingly, she had a passion for acting from an early age and despite being labeled a 'theater geek' by her peers, she was voted Most Talented by her high school senior class. Unfortunately, her love of acting created a tension between Heather and her family although her mother obligingly drove her to auditions in Hollywood throughout her adolescence.

After high school Heather moved to Los Angeles and received small roles in a variety of films including Drugstore Cowboy (1989). When her career did not take off as quickly as was hoped, Heather enrolled in the University of California at Los Angeles to get her degree in drama. It was at UCLA that she was noticed by actor James Woods and received a subsequent part in a film Woods starred in, Diggstown (1992). Heather dropped out of UCLA after two years to pursue her acting career on a full time basis. Aside from gaining a modeling contract with Emanuel Ungaro Liberte, Heather has risen to star in such films as Swingers (1996), a role she received after being taken out swing dancing by Jon Favreau, to blockbusters like Austin Powers: The Spy Who Shagged Me (1999), and Boogie Nights (1997).