So how far would you go to win a beauty pageant? That's the burning question of , in which the citizens of Mount Rose, Minnesota gear up for the year's biggest event, the Sarah Rose Miss Teen Princess America Pageant, in which Becky Leeman (Denise Richards) and Amber Atkins (Kirsten Dunst) are the contestants to beat. Becky's mother Gladys (Kirstie Alley), a former beauty queen herself, has instilled in her daughter a drive to succeed at any cost. And Gladys will do anything to help Becky's chances of success. Amber's mother Annette (Ellen Barkin) is devoted to her daughter but drinks, smokes, and swears like a sailor. And while Amber is ambitious and a skilled beautician (a talent that she uses in her part-time job at the local mortuary), her view of the pageant is pragmatic: while boys can get sports scholarships, this pageant may be her only ticket out of town. However, Amber and the other contestants may have underestimated just how badly Becky wants to win -- or just how good she is with a gun. was directed by Michael Patrick Jann, a founding member of the sketch comedy group The State (who had their own series on MTV), and written by Lorna Williams, a veteran of the beauty pageant circuit who claims that nearly everything in the film is based on an actual incident.