Small-town Minnesota. Teenagers Amber (Kirsten Dunst) and Becky (Denise Richards) become rivals after they both enter a local beauty pageant. Amber is the homely daughter of beer-swilling Annette (Elen Barkin) while Becky is the spoiled daughter of wealthy sociallite, and former pageant winner, Gladys (Kirstie Alley). Both want to win, and as their rivalry grows, the bodies of their opponents begin to pile up with murderous regularity.