The playwright Plautus had a lot of fun with the comic concepts mined from mistaken identity and so did Shakespeare many centuries later. Now it's first-time director Mark Illsley's turn to have a ball with the notion and what joy he must have had putting the script he co-wrote with Ed Stone and Phil Reeves on the big screen. "Happy Texas" won't be Greek to anybody nor is the frolic-filled movie done in the king's English. In fact the great Jeremy Northam, to whom we've been accustomed in lofty roles like "An Ideal Husband" and "The Winslow Boy," puts on quite a good-ol' boy Texas inflection and enjoys a happy chemistry with his partner, Steve Zahn--who, incidentally, executes the first truly fleshed-out role of his career.

Opening on a Texas prison farm that sees a knock-down fight between convicted killer Bob (M.C. Gainey) and petty thief Wayne Wayne Wayne Jr. (Steve Zahn), a fight that is observed with a sour face by Wayne's pal and fellow petty crook Harry Sawyer (Jeremy Northam), Illsley takes us on a wild ride through desert country. One overturned prison van later and stolen recreation vehicle later, Wayne and Harry wind up in the little town of Happy, Texas (actually Peru, California) where they are mistaken by the burg's sheriff, Chappy Dent (William H. Macy), for a couple of professionals. The folks have been waiting for two gay guys (who never show up) to coach the munipality's annual beauty pageant: Harry and Wayne seem to fit the description. Thinking they are going to "drive around and stuff hot bodies into tight dresses," the daring duo become involved in pretending they are significant others, in designing little outfits for 8-year-old tykes who look up to the fellas as role models, and in carrying on relationships with the county banker, Josephine McLintock (Ally Walker) and eligible grade-school teacher Ms. Schaefer (Illeana Douglas).

Illsley cleverly divides the picture into alternating scenarios, the best ones featuring Wayne as he molds the kiddies into a winning troupe of budding Miss Americas and especially Harry Sawyer as he gives avuncular advice to the woman of his dreams, Jo, who all along is sure that he is a gay man. Only the town's loudmouth seems to catch on to the chemistry between Jo and Harry: "He was looking at you the way a fat man looks at fried food." The plot thickens as Sheriff Chappy Dent (Macy), certain that he has met the partner of his dreams, furiously courts the bemused Harry.

Shakespeare himself would be amused by the goings-on of these people, who are not the usual blatant caricatures of Hollywood hick humor-fetes but real people with hopes and dreams looking to hook onto others who could give their modest lives some more spice. The down-home dialogue features such goodies as the sheriff's restaurant order, "Gimme the meanest steak you got, rare and I mean rare: just dehorn it and slap its butt in here."

As a movie centering ostensibly on a beauty pageant, "Happy Texas" is a song and dance better than "Drop Dead Gorgeous" and a heck of a lot less mean-spirited. No wonder this movie was a surprise hit of the last Sundance Festival in Utah!