The little town of Happy, Texas, isn't so happy about its kiddie pageant performances. Specifically, despite the best efforts of Ms. Schaefer, their little girls aren't getting picked as Little Miss Fresh Squeezed contestants. So they book a couple of professional pageant coaches -- and get more than they bargained for.

Instead of Dave and Steven, a couple of real pros, they get Wayne Wayne Wayne Jr. and Harry Sawyer, a couple of real con men. The prison-jumpsuited duo has motorhome-jacked the real pageant coaches' rig and has landed in Happy. They're on the run from the chain gang and looking for a place to hang out until the fuss has blown over. What they find in Happy is a gaggle of little girls, an eager Ms. Schaefer, a no-nonsense bank owner and a trusting sheriff with a secret of his own. So while Harry (Jeremy Northam) works on charming banker Josephine McClintock (Ally Walker) and cases the bank, Wayne (Steve Zahn) is assigned to whip those little girls into pure pageant talent.

There are, of course, a couple of twists. Everyone in town figures Wayne and Harry are a gay couple. Harry begins to fall for Josephine. The sheriff's secret pops out. And the third chain-gang escapee, Bob, still is on the loose.

Happy has some snags, and there are some plot problems. And one is really too bad: As Sheriff Chappy Dent, the brilliant William H. Macy is given a chance to shine comedically, and he turns what often would be a broadly stereotypical part into something with real yearning and sensitivity. In short, his secret is treated with more intelligence than Hollywood usually offers -- but the fake gay relationship between Harry and Wayne forces those two into the broad, effeminate roles of "the gay guys." It rings false compared to Sheriff Chappy's real struggles. And Harry and Josephine's sparks don't flash nearly as brightly as the parallel scenes of misunderstanding between Harry and Chappy.

Don't give up on Happy, though. Macy alone would be reason enough to watch. Luckily, you've also got Zahn's Wayne, who barely simmers intellectually but whose temper is always boiling. And the droll Illeana Douglas is Ms. Schaefer, whose pageant aspirations for her little girls give her, and Wayne, the best relationship Happy has going. You can only imagine what a small-time con will cook up for his little pageant girls' routines. The scenes of Wayne trying, desperately, to pull something together, his mishaps with the flaming baton, and Ms. Schaefer's eye-opening bursting-out of personality are wonderfully goofy.

The last 15 minutes or so falls into a bank-heist, guns-drawn free-for-all, and the ending is tidy. Even the lonely Chappy finds happiness. But listen to the little pageant princesses as they perform their routine (a great take on Icelandic pop star Bjork's "It's So Quiet"), and you won't care too much: Happy, Texas is, for the most part, a happy little movie.