Along with a lot of 10-gallon laughs, "Happy, Texas" rustles up plenty of goodwill for its larcenous, sexually ambiguous leading men--a pair of escaped cons who elude a statewide manhunt by posing as a gay couple who run kiddie beauty pageants.

In many filmmakers' hands, the two impostors would be limp-wristed lispers and the Little Misses would be tiny terrors coddled by insanely ambitious stage mothers, as in the venal small-town pageant spoof "Drop Dead Gorgeous" (a title that proved prophetic at the box office).

"Happy, Texas," on the other hand, has the makings of a grass-roots sleeper. Though far from flawlessly executed, this loopy, character-driven charmer teases its subjects without undue cruelty or condescension. Truth be told, the people of Happy are improbably tolerant, so don't look here for either political statements or racy material. Priscilla isn't the queen of this desert.

Harry (Jeremy Northam) and Wayne (Steven Zahn) are scraping a sun-ripened armadillo off a lonely Texas highway when they manage to escape from their chain gang and wind up stealing the professional pageant producers' battered Winnebago. When they are stopped by Happy's sheriff, Chappy Dent (William H. Macy), they expect to be arrested. Instead, Sheriff Dent escorts them to Happy, which has hired the couple to turn the town's tangle-footed girls into potential winners. It's been a quarter of a century since anyone from Happy made it to the regional division of the Little Miss Fresh Squeezed Pageant, and this year's regional final is taking place in Happy itself.

To hold on to their freedom, the hapless heteros must not only pretend to be lovers, but attempt to turn a passel of giggly moppets into credible contestants. Harry also decides to case out and later rob the loosely guarded local bank, an ambition complicated by his growing attraction to its owner, Jo (Ally Walker). She feels comfortable confiding her man troubles to the sensitive hunk, whose disguise forces him to translate his passion into small kindnesses and sensitive words.

Though uniquely unqualified for the job, the gooberesque Wayne directs his young charges under the admiring gaze of their gullible supervisor, Ms. Schaefer (Illeana Douglas). He is initially overwhelmed by the task but warms to pageant organizing, Ms. Schaefer and "my girls." Everything is going according to plan when the sheriff, the head of the state police (Ron Perlman) and a hardened criminal (M.C. Gainey) who escaped along with the two protagonists further complicate the story.

Northam, the rising British star of "An Ideal Husband," makes a convincing Westerner, and Zahn ("Out of Sight") buzzes with zany energy. Macy's portrayal of a lovelorn redneck sheriff is a surprisingly tender, blissfully comic one. And he has the movie's best line, a crusty description of a "rare steak" that is just about worth the price of admission.

"Happy, Texas," directed by Mark Illsley from a screenplay he wrote with Ed Stone and Phil Reeves, doesn't quite live up to the expectations it raises when it comes to the big pageant, which ought to provide a dazzlingly silly climax. Instead, the filmmakers repeatedly turn away from the parading misses to deal with unfinished business, including a canned car chase. Illsley, a freshman behind the camera, would do well to remember that whether it's juice or movies, fresh is better than canned.

Happy, Texas (96 minutes, at area theaters) is rated PG-13 for language, sexual situations and some violence.

CAPTION: Steve Zahn is Mister Congeniality as he coaches young pageant contestants in "Happy, Texas."