"Miss Congeniality" is a comedy that stars and is produced by Sandra Bullock ("28 Days (2000)"). The film also stars Academy Award winner Michael Caine ("Cider House Rules, The (1999)," "Hannah and Her Sisters"), Benjamin Bratt ("Next Best Thing, The (2000)"), Candice Bergen (TV's "Murphy Brown") as the poised former beauty queen and head of the Miss United States Pageant, Kathy Morningside; William Shatner ("Star Trek") as Stan Fields, the veteran, about-to-be-fired emcee of the pageant; Ernie Hudson ("Ghostbusters (1984)") as McDonald, Gracie and Eric's tough, by-the-book boss; and John DiResta ("15 Minutes (2000)") as Clonsky, an F.B.I. agent working with Gracie and Eric.

The film also stars, Heather Burns ("You've Got Mail (1998)") as Cheryl, the pageant contestant from Rhode Island; Melissa De Sousa ("Best Man, The (2000)") as Karen, the pageant contestant from New York; Steve Monroe ("Nutty Professor, The (1996)") as Frank, Kathy Morningside's assistant; Deirdre Quinn ("Last Dance (1996)") as Mary Jo, the pageant contestant from Texas; and Wendy Raquel Robinson ("The Steve Harvey Show") as Leslie, the pageant contestant from California.

The film is directed by Donald Petrie ("Grumpy Old Men (1993)") and written by Marc Lawrence ("Forces Of Nature (1999)") & Katie Ford ("Mary & Rhoda") & Caryn Lucas ("The Nanny"). Lawrence also serves as the executive producer along with Ginger Sledge ("Mickey Blue Eyes (1999)") and Bruce Berman ("Matrix, The (1999)," "Analyze This (1999)"). Ford also serves as the co-producer.

Laszlo Kovacs ("My Best Friend's Wedding (1997)") is the director of photography; Peter S. Larkin ("First Wives Club, The (1996)") is the production designer; Billy Weber ("Thin Red Line, The (1998)") is the editor; Edward Shearmur ("Charlie's Angels (2000)") is the composer; Susie DeSanto ("What Lies Beneath (2000)") is the costume designer; Steve Schnur ("Gun Shy") is the musical supervisor and Scott Grossman is the choreographer.

Castle Rock Entertainment, in association with Village Roadshow Pictures and NPV Entertainment presents "Miss Congeniality." The film will be distributed by Warner Bros. Pictures and in select territories by Village Roadshow Pictures. Castle Rock Entertainment is a Time Warner Company.

Sandra Bullock has consistently scored with critics and audiences alike for her performances in such films as the blockbuster "Speed (1994)," as well as "While You Were Sleeping (1995)," "Net, The (1995)," "28 Days (2000)" and the box office smash "Forces Of Nature (1999)."

A leading actress whose unique style of physical comedy has been compared to that of comedy legend Lucille Ball, Bullock stars as the smart and capable F.B.I. agent Gracie Hart, who is also the least likely beauty pageant contestant. "Gracie Hart gets the job done better than most of her fellow agents, but in social situations she is incredibly unrefined," says Bullock, who also serves as producer of "Miss Congeniality," her fourth foray into producing. "She's all about the job. She has never had many women friends. Never seen a pair of tweezers, a hairdryer or used a tube of lipstick. She's never done anything to make herself look good. Actually, that's what's kind of nice about her. She is who she is and is not afraid to speak her mind."

Gracie shares a friendly but competitive relationship with her fellow agent Eric Matthews. "Eric has always wanted to get a shot at running his own operation and he finally gets a chance with this particular op," explains Bratt. "He's a bit of a swaggerer, a braggart and definitely considers himself a ladies' man. When he gets a little bit too big for his britches, Gracie is right there to knock him down a bit."

What this operation needs is an agent that can go undercover in the pageant - not just on the periphery but with an all-access pass. Though Gracie is not thrilled at the prospect of having to wear an evening gown and tiara, she reluctantly goes along with the plan to go undercover. "Eric has to literally and figuratively wrestle her into the decision to say yes," says Bratt. "Gracie just likes to be one of the guys," says Bullock. "She says what she thinks; she loves her job. And she gets cajoled into this situation after having screwed up an undercover operation. Eric really thinks she can do this job, even though no one else really wants her to do it. Gracie definitely doesn't want to do it because it basically represents everything she abhors. In the end she gets suckered into becoming a beauty queen. Isn't that how it always works?"

Enter Victor Melling, a pageant guru who, due to an unfortunate pageant incident years earlier, has fallen on hard times. "Victor is on his last legs as a beauty queen adviser, which is why, when the F.B.I. is looking for someone, he's the only one who is available," says Academy Award winning actor Michael Caine. "Victor will teach anybody how to be a beauty queen the same way Henry Higgins turns Eliza Doolittle into a proper lady. He's got all these little tricks that I now know, but which I didn't know before. And some of them are very funny, but we don't want to give them away."

He has his work cut out for him," says Bullock. "Gracie is not a willing participant. But he needs this job to redeem himself for a little mishap he's had with another contestant that put him on the outs with the industry. At one point in his career he was the cream of the crop."

Running the pageant are two time honored icons - the former beauty queen and pageant organizer, Kathy Morningside, and the Master of Ceremonies, Stan Fields. Candice Bergen, an icon herself from a rich film career and the hit TV series "Murphy Brown," relished the chance to play Kathy Morningside. "She has a bigness to her that was really fun to play," says Bergen. "I wanted to wear perky pastels and smile incessantly. The whole story and experience was fun."

William Shatner, who became a household name for his iconic performances as Captain Kirk in the "Star Trek Generations (1994)" films and television series, stars as Stan Fields. "I play the Master of Ceremonies emceeing what will likely turn out to be his last pageant," says Shatner. "He is the encapsulation of Bert Parks. He sings. He dances. But there's a slight edge to the singing because all hell is breaking loose."

"Stan Fields is on his way out in this pageant but still acts like he's the man," says Bullock. " William Shatner does such a beautiful job in the role. He's just sort of the king. He brings a great sadness and dignity to Stan Fields."

Once Gracie transforms into Miss New Jersey "Gracie Lou Freebush," her poise is tested by fifty pageant contestants whose goal in life is to come up with a winning smile and a "good platform." "The fact that Gracie has to participate in a beauty pageant is an extremely tough thing for her to handle. It's just not in her nature to be glamorous," says Bullock. "Victor just has a few days to get her ready, which is an impossible feat in his eyes." But when Gracie finally gets there, she knows exactly what has to be done. Even though Gracie thinks these women are airheads and doesn't like what they stand for, she must save them. But once she gets to know the other contestants, Gracie begins to have a change of heart. "She comes to really care for these women," says Bullock. "One in particular becomes a close friend."

In the process of becoming a beauty queen, Gracie herself and the nature of her relationship with Eric both undergo a surprising change. "She manages to let enough of her personality come out naturally and starts to win people over in her own way," says Bullock. "It's quite unexpected because it's not in the usual beauty contestant way of winning."

"Gracie and Eric have a friendly yet antagonistic relationship in the beginning," adds Benjamin Bratt. "They're good buddies and give each other a hard time in a way that comes out of a mutual respect. But their relationship transforms throughout the movie, not necessarily because of her newfound physical beauty, but because of something else - a spirit in her that emerges. He begins to see something else in her and she in him. They're both fish out of water and they recognize that in each other. It works well."

Michael Caine sums up, "We take the most awkward, uncongenial person you've ever met in your life, and watch her transform into Miss Congeniality." Concludes director Petrie, "'Congeniality' means the person who gets along with everybody the best. For Gracie, who starts off as someone whose first instinct would be to slam you up against the wall, cuff you, frisk you then read you your rights, getting there is quite a journey."

Gracie Hart's character developed from Marc Lawrence's extensive research into the lives of women in the F.B.I. "There were two things that I found particularly interesting and wanted to use in the script," says Lawrence. "One was that the vast majority of the women F.B.I. agents had family who were either agents or police officers. Secondly one of the women agents told me that when she was dating, men were either way too turned on by her job or way too intimidated. This creates a world where the agents are only comfortable with their inner circle because the outside world either views them as exotic or threatening."

Bullock, who had previously worked with Lawrence on "Forces Of Nature (1999)," was delighted to join forces again. "I like his sick sense of humor," she says. "He also understands how I like physical humor. I am just naturally an imbecile when it comes to functioning in day-to-day routines, so he incorporated that into the script. I was also looking for something that was a large comedy. Something that brought us back to a time when a woman could look like an idiot and still be the leading lady."

"This is the kind of film I want to see Sandra Bullock in, even if I wasn't in it," says co-star Michael Caine. "Because she is so funny. She does little things that just make you laugh."

Working with Bullock as both an actress and producer was an experience Donald Petrie thoroughly enjoyed. He explains, "I've worked with other actors/producers who were producers in name only. Sandra is in on all the real producer decisions; she went on location scouts and attended every production meeting. She's really hands on."

Casting the role of Eric was a challenge for the filmmakers, who wanted someone that could be tough and aggressive yet likeable. "Guys in the F.B.I. have a cowboy mentality," notes Lawrence. "Benjamin Bratt is enormously likeable, so he can get away with those sort of sly remarks and shots at Gracie and still come off as charming." Similarly, Donald Petrie muses, "Benjamin has an amazing screen presence. I also loved the fact that I haven't seen Benjamin in a cocky, romantic role like this."

Securing acting legend Michael Caine in the role of Victor Melling was a coup for the production. "What I liked about the role was that it was funny, it was different and it was a comedy," explains Caine. "In my most recent films, I played the man who destroyed the Marquis de Sade, an abortionist and a very violent gangster. After reading the script and finding it such a great comedy, it was such a relief. I said, 'I'll do it. I'll do it. I'll do it.' I was just dying to get a laugh on the set. I've also always liked Sandra's screen persona. This role is a kind of zany, way-out, cuckoo kind of character that she does so well. I think it will make audiences laugh. It certainly makes me laugh."

The birth of the pageant director, Kathy Morningside, played by Candice Bergen evolved due to the long tradition of former winners continuing to be involved in beauty pageants. "Candice was exactly right for the role, she is a very beautiful actress who easily could have been a former beauty queen," explains Lawrence.

Bergen was immediately won over by the film's star and producer. "I didn't think Sandy could possibly live up to her reputation but she's great," she says. "She's grounded and completely professional. She's there for you off-camera, at four in the morning, thoughtful, funny and generous. And she's always in a good mood."

William Shatner was also a revelation for the filmmakers and cast. "He is larger than life. You can't take your eyes off of him when he's on screen," exclaims Petrie.

The collaboration with director Donald Petrie has been very rewarding for Lawrence. "Although this is first and foremost a character movie, it has a really big scope with complicated scenes that involve fights and stunts," explains Lawrence. "Donald has exactly the right spirit for the movie. He is able to get the point of the scene across even when there is a lot going on."

To research beauty pageants Marc Lawrence "read a lot of magazines, watched three or four different pageants and attended the Miss U.S.A. Pageant in Branson, Missouri. I wasn't aware of the logistics or the mechanics," explains Lawrence. "But beyond that, to some extent, it is exactly the way you think it is. Pageants give a lot of girls from small towns a chance to get to a place they ordinarily would not have gotten to. The Miss America pageant for example is a scholarship program where the emphasis is much more about furthering your education and having a political platform; more importance is placed on the interview than how you look in your swimsuit. I think this came about as a reaction to the seventies when pageants received a lot of criticism."

Although a lot of the film takes place during the pageant, the filmmakers see it as a backdrop to the story rather than the subject. Petrie explains, "what's interesting in this film is seeing the pageant through Gracie's eyes, somebody who's never been on stage, never been a beauty queen and is only there to stop a terrorist. It's much more the behind-the-scenes."

Veteran production designer Peter S. Larkin was drawn to the film specifically for the pageant scenes. "The interesting angle about the pageant scenes is that you've got three sets at once," explains Larkin. "One set contains the audience presumably watching the pageant scenes. Another is of a crew filming the television show that's being seen at home and finally you have the actual scene itself being performed on stage. We had to film all those events. It was a very interesting logistical problem."

Computer / video supervisor Todd A. Marks, who had previously teamed up with Sandra Bullock on "Net, The (1995)," was in charge of coordinating the video elements for these three sets. Marks explains, "We created the video to look as though it were an authentic broadcast of a pageant. We had to make sure that the event looked realistic from every perspective, whether you were an audience member at the pageant, a contestant backstage, or watching it from your TV at home. The video equipment and crew were seen by the film cameras, so we were used as a prop, a set piece and a creation machine. We recorded everything and edited furiously around the clock so that two days after filming the pageant we were able to create and film a broadcast control booth which featured multiple video images being cut "Live" by the "TV" director. This was a true test of everyone's technical and physical abilities, but we pulled through and quite successfully, I might add!"

The central theme of the pageant is the Statue of Liberty. "What interested me was the idea of producing a Statue of Liberty that wasn't true to form," says Larkin. "I wanted a Statue of Liberty that would more resemble the kind you would buy in the store. So I stylized it in the form of folded paper, like a piece of origami paper," explains Larkin. For the contestants in the pageant, Larkin came up with an incredible grand entrance. "I discussed with Sandra the idea of having the contestants make their entrance onto the stage as the Statue of Liberty's skirt rises. Sandra liked it a lot. It's a traditional idea along the same lines as 'The Nutcracker,' where as the skirts open up, the children run out onto the stage. I thought coupled with the beauty pageant, it would be a interesting way to introduce the girls."

As the lighting was vital to the look of the sets, Peter S. Larkin worked very closely with director of photography, Laszlo Kovacs and lighting consultant, John Tedesco. "We were trying to find many different looks; the look of the opening; the swimsuit pageant; the evening gown competition and the finale," says Larkin. "Utilizing a huge video projection screen, we were able to film the contestants in the foreground of the frame and then on the projection screen showcasing close-ups, an important part of the scenery. We also built a room behind it to enclose it so that the lights didn't bounce into it."

Costume designer Susie DeSanto notes that the biggest challenge was the pageant. "My inspiration came from an assortment of many pageants along with 'My Fair Lady' and 'Pygmalion,'" says De Santo. While searching for the contestant's evening gowns she found a store with amazing dresses. "The owner sold me a lot of his samples. So they're 'one of a kind.' It wasn't like shopping at a major department store where the same dress is sold in their stores across the country. When the contestants are shown in their evening gown competition, I wanted their gowns to sparkle, to look really beautiful, and be distinctive."

De Santo explains how she transformed Gracie Hart, the F.B.I. agent to Gracie Lou Freebush, the pageant contestant. "At the beginning 'Gracie' is shown in gowns that are meant to be funny and a little bit over-the-top. Later on she is seen in gowns that are beautiful and romantic." One of the gowns that De Santo found was a beautiful pink gown designed by Angel Sanchez, a designer from Brazil who actually got his start designing gowns for pageant contestants. "It was so stunning on Sandra that we started to panic. We felt it would be impossible to find a gown for the finale that would top it. Then we found an amazing beaded gown! I just can't say how beautiful Sandra looked in that dress. Interestingly enough, the gown was actually designed for one of the girls competing in the Miss America pageant; who had chosen this gown and everybody thought she was going to win because it was such a spectacular gown. At the last minute the contestant decided not to wear it and ended up scoring the lowest that she's ever scored in evening gown competition," recalls De Santo.

To style clothing for Candice Bergen's character, De Santo's focus was to show a former beauty queen that still feels the need to dress impeccably. "I enjoyed designing for Candice Bergen, she's such a gorgeous woman. She wore a beautiful Badgley Mischka suit, an amazing gown from Richard Tyler and a gorgeous eggplant beaded lace shawl from France," recalls De Santo.

Susie DeSanto had a great time designing for Benjamin Bratt, William Shatner and Michael Caine. "Benjamin Bratt was a dream to design for. He has an easy-going nature about him and I think that translates into how he wears clothes. We dressed him in a sort of high fashion F.B.I. look with a couple of Prada and Dolce & Gabbana suits," says De Santo.

For William Shatner's character, " Donald Petrie wanted him to be the kind of guy who makes an effort to be young and hip, but just misses the mark," says De Santo. "We had his character dressed in a red shiny Brioni dinner jacket that was paired with a black shirt underneath."

For Victor Melling, Michael Caine's character, "He's not afraid to wear a lot of things that a lot of men would shy away from," says De Santo. "At one point he is wearing a pink suit and in another scene a lavender shirt." The filmmakers were fortunate to work with Scott Grossman, a pageant choreographer that not only worked as a consultant on the film but also coordinated the dance numbers. "Scott Grossman is the choreographer to all the major pageants; Miss U.S.A. and Miss Universe," says Petrie. "He did a great job with the girls. They looked fabulous and completely professional," Petrie exclaims.

The greatest challenge for Grossman was to make Sandra Bullock look clumsy. "It was very difficult," recalls Grossman. "She's really very graceful and has a natural dance ability. As we started to choreograph the dance number we made sure all the moves looked good on her. I then took the moves and made them a little more difficult so that she would look slightly clumsy." As well as designing the opening number and training the actresses, Grossman also plays the role of choreographer. "It is art imitating life, being able to play myself in this film. It was very strange seeing myself on film," says Grossman.

Stunt coordinator Jack Gill was responsible for training Sandra Bullock and Benjamin Bratt for the fight sequences. Gill was thoroughly impressed by both of the actor's natural aptitude. "They just jumped in, it was great, " he explains. "Both of them are very athletic and were quick learners. Training them took a third of the time that I thought it would. The first scene they worked in together was in a gym; a scene which contained a lot of sexual tension. In the scene Sandra and Benjamin's characters are wrestling and practicing throws. We worked out twenty-five to thirty extremely grueling moves. I know a lot of actors wouldn't have done it. One position was called 'the pretzel.' Sandra had her legs wrapped around Benjamin's head and his legs were wrapped around her head. Another move Sandra and Benjamin performed was a hip throw. Benjamin is a big guy. He's not a lightweight. Sandra was taking his full weight and throwing him right over the top. It was great to watch. Once she got the feel for it, she was throwing everyone on the mat."