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| Sandra Bullock | Gracie Hart |
| Michael Caine | Victor 'Vic' Melling |
| Benjamin Bratt | Eric Matthews |
| William Shatner | Stan |
| Ernie Hudson | McDonald |
| John DiResta | Clonsky |
| Candice Bergen | Kathy Morningside |
| Heather Burns | Miss Rhode Island |
| Melissa De Sousa | Karen, Miss New York |
| Steve Monroe | Frank |
When a terrorist threatens to bomb the Miss United States pageant, the FBI rushes to find a female agent to go undercover as a contestant. Unfortunately, Gracie is the only female FBI agent who can ``look the part'' despite her complete lack of refinement and femininity. She prides herself in being ``just one of the boys'' and is horrified at the idea of becoming a girly girl.
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