When the Miss United States Pageant is threatened by the "Citizen " one of the country's most infamous criminals the FBI decides to infiltrate the pageant with an undercover agent as a contestant. Searching for the ideal candidate special agent Eric Matthews (Benjamin Bratt) recruits fellow agent Gracie Hart (Bullock) who might look good in a bathing suit but is decidedly anything but ladylike. With only 48 hours to prepare pageant co-hosts Kathy Morningside (Candice Bergen) and Stan Fields (William Shatner) bring in beauty consultant Victor Melling (Michael Caine) to transform this "Dirty Harriet" into a credible beauty queen so she can nab the killer.
No stranger to ugly duckling fables (see "Love Potion #9") the always winning Bullock (who also produced the film) makes a believable transformation and works double-time to fill the light story with smirky moments. "Law & Order's" Bratt turns up the testosterone a notch for his FBI boy's club role but comes across as a little too brutish and seems an unlikely love interest for Bullock. Academy Award winner Caine enjoys himself and has the best lines of the bunch as the aging fashion fruitcake advisor. Shatner and Bergen are amusing but underused as the Martha Stewart/Bert Parks-like pageant co-hosts.
Phoning in this Pygmalian update with by-the-numbers storytelling and uninspired direction Donald Petrie ("Grumpy Old Men " "Mystic Pizza") fails to mine the comic gold here instead opting for easy laughs and predictable motions with such an obvious target. The formulaic screenplay (credited to Marc "Forces of Nature" Lawrence Katie "Mary & Rhoda" Ford and Caryn "The Nanny" Lucas) has some inspired moments like Gracie's water glass act and her emergency Starbucks run but the bulk of the writing and set pieces need serious bathing suit padding.