In 1995, the small and staunchly conservative town of Mount Rose, Minnesota is preparing for its annual beauty pageant. Amber Atkins (Kirsten Dunst) signs up for the pageant, hoping that by winning she will be able to leave the dead-end town and become successful. She also does it to follow in the footsteps of her idols, Diane Sawyer, and her mother, a former contestant. Amber and her mother Annette Atkins (Ellen Barkin) live in a trailer near their friend Loretta (Allison Janney). Amber works as a beautician at the local funeral home, and as a dishwasher at her school. She is in stark contrast to Rebecca Leeman (Denise Richards), the daughter of the richest man in town, and to Gladys Leeman (Kirstie Alley). Mrs. Leeman is the head of the pageant organizing committee and also a former winner who criticizes “big city, no bra-wearing, hairy-legged, women-libber’s” opinions on the benefits of pageants. Various business connections between the Leeman Furniture Store and the judges of the pageant (one is an employee) cause many to speculate that the contest will be fixed.