FBI special agent Gracie Hart (SANDRA BULLOCK) isn't exactly what anyone would confuse for a beauty queen, but most of that's because she doesn't really care about her looks or manners. That changes, however, when she's assigned to go undercover at the Miss United States Pageant. It seems that a terrorist known only as the "Citizen" has made a threat against the pageant, and Gracie is the only female agent who at least halfway fits the bill as contestant material.
With approval from FBI Supervisor McDonald (ERNIE HUDSON), Gracie, agent Eric Matthews (BENJAMIN BRATT), and their team head for San Antonio where pageant head and former beauty queen Kathy Morningside (CANDICE BERGEN) and show emcee Stan Fields (WILLIAM SHATNER) can't believe what's being asked of them. Not only must they allow Gracie to enter the contest as the representative from New Jersey, but she must also be assured of making it to the final round so as to have access to all pageant areas.
Realizing that Gracie couldn't currently pass as a contestant, Kathy calls in veteran pageant consultant, Victor Melling (MICHAEL CAINE), to work his wonders. Seeing what he has to work with, Victor thinks it's an impossible task to transform Gracie in only a matter of days, but being currently unemployed, he decides to give it a shot.
Arriving in San Antonio, Gracie, who now at least has the proper look, reluctantly joins the other pageant contestants that include Cheryl, Miss Rhode Island (HEATHER BURNS); Karen, Miss New York (MELISSA DE SOUSA); Mary Jo, Miss Texas (DEIRDRE QUINN); and Leslie, Miss California (WENDY RAQUEL ROBINSON), and meets Frank (STEVE MONROE), Kathy's odd son and personal assistant.
Barely knowing what to do and facing self-doubts that she can pull it off, Gracie begins the pageant, with Eric and his team providing backup. With Victor's continued support, Gracie gets to know the other contestants while looking for any signs of the "Citizen" or that terrorist's work.