Carnelle Scott is a restless Mississippi girl looking for a life change. She decides to enter a beauty pageant, which her cousin had won years before. Despite a lack of support from those close to her Carnelle remains determined. She enlists the help of a seamstress to outfit her for the competition, while rebuffing the advances of predatory men, as she aims to bring home the crown.
Holly Hunter
as Carnelle Scott
Alfre Woodard
as Popeye Jackson
Mary Steenburgen
as Elaine Rutledge
Tim Robbins
as Delmount Williams
Scott Glenn
as Mac Sam
Trey Wilson
as Benjamin Drapper
Ann Wedgeworth
as Miss Blue
Amy Wright
as Missy Mahoney
Veanne Cox
as Tessy Mahoney
Christine Lahti
as Clara Archer
Bert Remsen
as Mr. Morton
Kathleen Chalfant
as Miss Lilly
