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Happy, Texas feels like a throwback to a more innocent era. Arriving in an entertainment environment where even TV sitcoms, traditionally the last bastion of inoffensive, user-friendly humor, are struggling to out-snigger and out-hip the competition, it brings to mind the ’40s small-town comedies of Frank Capra and Preston Sturges, with a large dollop of The Music Man stirred in. Mark Illsley’s genial feature debut, which he co-scripted with Ed Stone and Phil Reeves, probably won’t knock your socks off, but will likely leave you in a benevolent mood.

Two convicts, Harry Sawyer (Jeremy Northam) and Wayne Wayne Wayne Jr. (Steve Zahn), escape from a prison road crew after an accident involving an incautious armadillo. Smooth Harry, nailed for credit-card fraud, and wacky Wayne, a car thief, make their getaway in a ramshackle Winnebago stolen from a bickering gay couple. They arrive in the titular town and are assumed to be the RV’s owners—kiddie beauty contest producers summoned to Happy to prepare its tots to compete for the much-coveted Little Miss Squeezed title. Harry sees the mix-up as a providential opportunity to rob the casually run local bank while dull-witted Wayne, who knows as much about kids as he does about nuclear physics, distracts the townfolk by teaching little girls to dance and sing. Their plan goes awry when Harry falls for the bank’s spunky owner, Josephine (Ally Walker), and Wayne becomes involved with schoolteacher Miss Schaefer (Illeana Douglas). These courtships are complicated because both women believe that their suitors are lovers, as does the local sheriff, Chappy Dent (William H. Macy), whose closet contains more than citation pads.

Unlike the Coen Brothers, whose portraits of small-town life are soured by condescension, Illsley depicts Happy and its inhabitants with unqualified affection, a warmth underscored by cinematographer Bruce Douglas Johnson’s sunny images. But the movie’s screenplay is overly busy, so crammed with subplots and secondary characters that the director has little time to develop one scene fully before rushing on to the next. He makes few, if any, missteps, but elicits only chuckles from sequences that could have yielded belly laughs.

The cast of this ensemble piece is almost uniformly assured and, in several cases, much more than that. Assigned a relatively thankless leading-man role, Northam is handsome and likable, with his English origins evident only in a few incorrectly accented lines of dialogue. Zahn, who won a Special Jury Prize at the Sundance Festival for his performance, is wildly funny. Sporting a droopy Yosemite Sam mustache, the wiry, diminutive actor begins in an antic mode but gradually mellows as he wins the admiration of his young charges. Walker proves to be a refreshingly direct, unglamorized heroine, a serious-minded, disenchanted woman past the first flush of youth. Of the principals, only Douglas seems slightly out of place, her demeanor and appearance a bit too bizarre to blend smoothly with her cohorts’.

Macy’s scenes take Happy, Texas beyond cheerful escapism. This remarkable actor, whose recent credits include Fargo, Boogie Nights, and Pleasantville, transforms what could have been a slapstick homophobic figure—the manly law enforcer harboring a secret crush on Harry—into a full-blooded character who garners the movie’s biggest laughs and provides unexpected moments of pathos. Chappy patiently, self-effacingly woos Harry like a prim Victorian lover, intensely enamored but afraid of making the slightest unwelcome advance. During the climactic bank robbery scene, in which Harry has to break Chappy’s heart in order to save the sheriff’s life, Macy’s pain at being rejected appears to affect every molecule of his being. With luck, his extraordinary work here will win him the Best Supporting Actor Oscar that he failed to get for Fargo.

Public sensitivity to the JonBenet Ramsey case presumably prevents Illsley from poking much fun at the kiddie pageant. Endlessly recycled videotapes of that unfortunate child’s beauty-contest appearances have ruled that subject off-limits for the foreseeable future. Illsley takes pains to make sure that nothing darkens his good-natured backwater charmer. CP