Happy, Texas is a fish-out-of-water comedy about two con men who escape from prison, then pose as gay lovers to hide out in a small Texas town. Mistaken for consultants to the Little Miss Fresh Squeezed Beauty Pageant, Harry (Jeremy Northam) and Wayne (Steve Zahn) go along with the ruse so they can stake out the local bank, owned by Josephine "Joe" McClintock (Ally Walker). The story kicks into high gear as Harry starts falling in love with Joe but cannot let on about his feelings. Also complicating matters is that gay Sheriff Dent (William H. Macy) has the hots for Harry, and Harry must pretend he's interested to keep the cops off his back. Meanwhile, Wayne is getting in touch with his feminine side as he tries his best to teach dance steps and flaming baton twirling to the little girls; he's also lusting after the girls' teacher, Ms. Schaefer (Ileana Douglas). Everything leads up to the big beauty pageant, where the cops are finally on Harry and Wayne's tail. First-time director Mark Illsley received wide media attention for this commercial piece, which sold to Miramax after a very public and intense bidding war. Steve Zahn's performance won him a special acting award at the 1999 Sundance Film Festival, where the film premiered in dramatic competition .