Happy, Texas (1999) ***

Directed by Mark Illsley. Written by Ed Stone, Illsley, Phil Reeves Photography, Bruce Douglas Johnson. Editing, Norman Buckley. Production design, Maurin Scarlata. Music, Peter Harris. Produced by Illsley, Rick Montgomery and Stone. Cast: Jeremy Northam (Harry Sawyer), Steve Zahn (Wayne Wayne Wayne Jr.), William H. Macy (Sheriff Chappy Dent), Ally Walker (Josephine McClintock), Illeana Douglas (Ms. Schaefer), M.C. Gainey (Bob), Ron Perlman (Nalhober), Mo Gaffney (Mrs. Bromley), Paul Dooley (Judge), et a. A Miramax release. 96 minutes. PG-13.

"Happy, Texas" is set in the kind of place that goes by in a wink if you happen to drive through it. Its motto is "a town without a frown." And the movie justifies it. It is also remarkable in many ways. It is a first film by its director (42-year old Mark Illsley).and the co-writers. Their previous credits in showbiz are minimal, even microscopic. What we have here is The Bunch That Came from Nowhere and certainly got somewhere.

The movie they made is loads of fun, improbabilities and impossibilities. But then, it is a comedy-farce, a genre that is not confined by verisimilitude. At the same time, while farce often has a lining of nastiness, even cruelty, this one does not have a mean bone in its body, while, additionally, escaping the temptations of a feelgood picture.

The unreal plot has two convicts, Harry and Wayne, minor criminals and pals, plus a third one, a killer, returning to the penitentiary from road building. A vehicular accident frees them. The buddies snatch a motor home whose owners, in dire straits, will not report yet as stolen so as to get the insurance money. The escapees are (don't ask) somehow led by a sheriff (William H. Macy) to Happy, in the lawman's mistaken belief that the duo are the long-awaited organizers of Happy's Eighteenth Annual Beauty Pageant for pre-Teens.

It happens that the genuine organizers are a gay couple, so that Harry Sawyer and Wayne Wayne Wayne must assume both professional and sexual identities. You get the drift by now. Everything is, and will increasingly become, a tangle of quid pro quos which is carried out with much brio and with the audience's willing suspension of disbelief. Helping the spectators is the overall kindness of Happy's denizens, their total lack of anti-gay (the word they use is "homosexual") prejudice, and, of course, love.

There are two appealing women in this tall tale, Josephine, who runs a diminutive bank that looks like something from an old Western; and schoolteacher Ms. Schaefer, whose pupils are the pageant's performers. (I must say here that this is not really a beauty pageant but a talent competition with other towns, a fact that gets us to avoid thoughts of a certain, murdered beauty queen).

From the start the two buddies have started planning a robbery of the bank. The execution of this deed is Harry's job. Wayne gets stuck with training the kids. But what happens is --yes, a cliche, but so sweetly handled here-- that rapidly Harry and Jo (whose boy-friend is an on-off fellow) are mutually attracted, while. more slowly, the same happens to Wayne and Mrs. Schaefer.

A third element, nicely worked in, is Sheriff Chappy, a very sweet fellow who discovers that he is attracted to Harry. And a fourth element, much later, is the reappearance of the third escaped convict who also wants to rob the bank while Harry and Wayne have second thoughts about it.

Does all this make sense? Not a bit, but who cares? The performers are all likable. The accents are fine, including Jeremy Northam (Harry Sawyer), the British actor recently seen in "The Winslow Boy" and in "The Ideal Husband." Steve Zahn (Wayne), with his overgrown mustache and sideburns, and his redneck accent, is a model of vulgarity. Do notice that after his fling with Illeana Douglas, she shaves him, he loses his hickish looks and much of his low-class accent. A good, subtle touch.

Also subtle, during the weird courtship between Harry and Jo, is that he, her best friend by now, fixes her hairdo and makeup. This brings on a perceptible but un-showy progression of her looks from pleasant to beautiful.

The amorous sheriff is also subtly depicted, and so on. On the other hand, the film gets tangled up in too many directions which muddy the waters, especially in its second half. When the only villain in the story (the nasty convict) takes hostages, robs the bank and has outside authorities come in, the slightly wounded sheriff says "I'm a little confused."

So might also say the public. What is a gay bar (or at least a Gay Night of dancing) doing in such a tiny town? Where did Wayne learn how to use a sewing machine? How do the kids get to be so so well prepared that they give a delightuful performance in the pageant. And more. But even then, even with a few dead spots, the movie's warm, inventive nature wins over the potholes of the plot.

Note: If you wish to see a splendidly comical satire of beauty pageants, get "Smile" a 1975 picture directed by Michael Ritchie, starring Bruce Dern.