When a serial killer indicates that his next target is the Miss United States beauty pageant, the F.B.I. decides that they must get an undercover agent as a participant in the contest. A search uncovers no suitable candidate other than a bumbling female agent Gracie Hart(Sandra Bullock). Reluctantly, her captain agrees to let her join the team working the case. The team is led by a womanizing agent Eric Matthews(Benjamin Bratt) who has an apparent reluctant attraction to Bullock's character. She enters as Miss New Jersey, replacing a contestant who was discovered to have acted in a porno film. The pageant managers are immediately aghast about the agent appearing in the pageant, but arrange a top handler Victor Melling(Michael Caine) to come give her a quick makeover, with the expected outstanding results. Unfortunately, she still is bumbling. When the killer is suddenly caught, everything seems to be over, except the female agent tries to convince her boss that something is still not right. She has discovered that the pageant managers are being dismissed after 21 years for younger people, and Kathy Morningside(Candice Bergen)'s character may not be as solid as she seems on the surface.