'Miss Congeniality': Operation Ugly Duckling: Fighting Terrorism in Heels By A. O.

SCOTT Midway through "Miss Congeniality," Special Agent Gracie Hart of the F.B.I. (Sandra Bullock) baits her co-worker Eric Matthews (Benjamin Bratt) with a sing-song schoolyard taunt: "You want to kiss me. You want to hug me. You want to love me." This might summarize Ms. Bullock's curious relationship with her audience. We do want to love her, but she doesn't always make it easy. Her appeal is paradoxical: the more aggressively she flaunts her awkward, abrasive qualities, the more winning she is. And, conversely, whenever she sheds her ugly-duckling feathers, she sloughs off much of her charm. "Miss Congeniality," to mix zoological metaphors, is a standard-issue fish-out-of-water comedy, with Ms. Bullock as the fish. Gracie, slovenly, career-obsessed and barely socialized, has been placed on desk duty after botching an undercover assignment involving Russian mobsters, who have become Hollywood's acceptable ethnic bad guys of the moment. Before long, an enigmatic terrorist known as the Citizen announces by cryptic fax that he plans to disrupt the Miss United States pageant. A computerized paper-doll simulation shows Gracie to be the only agent in the bureau who looks good enough in a bathing suit to pass as one of the contestants. The problem of course is that in spite of her name, she's spectacularly graceless, utterly lacking in the poised femininity that the pageant celebrates. Luckily, Michael Caine is on hand in the role of Victor Melling, a disgraced beauty consultant who is hired as a taxpayer-financed Pygmalion. Mr. Caine, who performed a similar service for Julie Walters in the melodrama "Educating Rita" some years ago, gives one of his brisk, understated character performances. He infuses the part with a hint

of pathos here is an aging man who has devoted his life to the cause of female beauty and adds a saving touch of lechery (directed not at Gracie, whom he finds unbearably vulgar, but at the handsome Agent Matthews). In the film's funniest sequence, Melling oversees a heroic government-supervised makeover, performed in an empty airplane hangar by a crack team of hairdressers, make-up daubers and experts in the art of depilation. A few other supporting performances add comic spark to a movie that otherwise seems happily, deliberately second-rate, as if its ideal audience consisted of weary airline passengers. (It's the kind of movie that would seem like a pleasant surprise in a cramped coach at 35,000 feet.) Candice Bergen is on hand as the pageant's organizer, a woman so brittle and tightly wound that a vigorous sneeze might snap off her nose. Her life, she tells Gracie, has become a crusade against "feminists, intellectuals and ugly women": epithets she seems to think apply especially well to undercover F.B.I. agents. William Shatner, relishing his newfound career as an icon of self-parody, has too few scenes as the contest's woozy host. The picture runs its course smoothly enough, with a few amusing scenes and a whodunit plot that's mildly suspenseful, provided you don't pay very close attention. But these days it seems no Hollywood comedy, however silly, can roll off the assembly line unless a heartfelt message about personal growth and self-discovery has been sprayed over it like rustproofing on a new car. By impersonating Miss New Jersey, Gracie discovers in herself the womanliness she had hitherto suppressed. In her final speech at the pageant, she pays earnest tribute to the valiant women she (and the movie) previously mocked as bimbos and airheads. And of course once the tomcatting Agent Matthews catches sight of her in her clingy gowns and tasteful swimwear, he wants to love her and kiss her and hug her. And why not? She embodies this year's movie ideal of womanhood: a martial arts expert who looks fabulous in tight clothes and keeps a .45 strapped to her thigh.

The appeal of this fantasy, to men and women alike, is clear enough, though the version offered by "Miss Congeniality" pales beside the candy-colored mayhem of "Charlie's Angels," the elegance of "Crouching Tiger, Hidden Dragon" or the integrity of the unjustly neglected "Girlfight." "Miss Congeniality" is rated PG- 13 (Parents strongly cautioned). It includes some risqu situations and mild profanity. MISS CONGENIALITY Directed by Donald Petrie; written by Marc Lawrence, Katie Ford and Caryn Lucas; director of photography, Laszlo Kovacs; edited by Billy Weber; music by Edward Shearmur; production designer, Peter Larkin; produced by Sandra Bullock and Ms. Ford; released by Warner Brothers and Castle Rock Entertainment. Running time: 105 minutes. This film is rated PG-13. WITH: Sandra Bullock (Gracie Hart), Michael Caine (Victor Melling), Benjamin Bratt (Eric Matthews), Candice Bergen (Kathy Morningside), William Shatner (Stan Fields) and Ernie Hudson (McDonald).