When bank robbers Harry (Jeremy Northam) and Wayne (Steve Zahn) escape from prison and stumble into the tiny Texas Panhandle town of Happy, they're mistaken for the gay couple who were scheduled to help plan the town's child beauty pageant. As the criminals take advantage of the misapprehension to lie low while planning their next heist, complications include the local sheriff (William H. Macy) and his attraction to Harry, and Wayne's feelings for schoolteacher Ms. Schaefer (Illeana Douglas).