This documentary follows Heidi Fleiss over a span of months in 2006 as she tries to start up a brothel in Nye County, Nevada. For those in the know about brothels, Nye County is one of the few places in this country that has legal prostitution. For those in the know about Miss Heidi Fleiss, she was something of a celebrity in the 1990s for operating a high-profile call girl service in Los Angeles. She was caught in an LAPD sting operation and ultimately served a few years in jail. (She was released in 1999.) Heidi now wants to manage a brothel. It would be called the "Stud Farm" and be located in the small town of Crystal. This brothel would be different, as it would cater only to women paying to have sex with men. Heidi shelled out several thousand dollars to purchase a vacant parcel of land where this brothel would be built.

The locals of Crystal are interviewed about the prospects of having Heidi's brothel in town. Some people are quite against it, and they tell us in detail why they feel this way. Others are more supportive. The town looks extremely unappealing to this viewer; it is a collection of a few run-down trailers and saloons surrounded by the sun-baked desert. Glamorous Vegas this isn't!

Interlaced in the documentary are Heidi's various comments about her long-term goals, her desire to have children, her difficult time in prison, and some childhood experiences. She tells us that she grew up in a large wealthy family in LA, and was a local chess champion at the age of 12. Having a sense for business, Heidi launched a baby-sitting service in her neighborhood while in her teens.

Heidi is intelligent and fairly articulate, though she often seems very doped up through most of the documentary. She talks about drug abuse and sobriety, though I am not sure what the point is. As she speaks, she often digresses, going way off-topic. In spite of her ambition, Heidi seems a sad and lost person, at least to this viewer.

It might be easy to discard Heidi's project as unrealistic. But who knows? She has a name that people recognize, for better or worse. She may yet succeed.

If you are going to watch this expecting lots of steamy sex, think again. It mostly focuses on Heidi's downfall and attempts to rise back up again. She purchases some land in Nevada to build her Stud Farm to serve female clients and the focus is on her interactions with the locals and her own chaotic, lonely life. It is actually kind of sad and poignant. Not something you would expect from the Madam of Hollywood, who did business with some of the most powerful people in the industry. Now, she's alone and we see her flailing about, trying to resurrect past glories, shamelessly promoting herself, but it comes off as kind of pathetic. By the end, you are pretty certain she will not succeed in her original quest, but maybe she will find a little serentity along the way

Heidi Fleiss is just one of those people whose head you would love to get inside. She's brilliant but tragic; sexy yet grotesque. Heidi Fleiss: The Would-Be Madam of Crystal, captures those qualities and that's what makes the movie watchable.

Would-be-Madam is not the story of the Hollywood Madam. It's the story of Heidi's life ever since. The story starts out compelling: Heidi moves to a small, old boys' town with plans to open an upscale brothel ("stud-farm") which caters to successful women. Using her incredible skills of manipulation, Heidi snatches-up a multi-million dollar property for pennies on the dollar. This leaves other locals who have long-attempted to grab the property befuddled and bitter.

Heidi manages to finagle a partnership with Joe Richards, the wealthiest, most despised brothel-owner in town. However, Richards falls into the FBI's cross-hairs and the entire town's affairs are put on hold. That's where the movie loses its steam.

The remainder of the film focuses on Heidi waiting for the storm to pass. It focuses on Heidi's friendship with a dying former Madam who collects exotic birds. When the madam dies, the movie's focus on the stud-farm also dies. Heidi adopts the birds and the last half hour are about Heidi and the parrots.

I couldn't take my eyes off the film because Heidi is the Titanic personified. If you're looking for anything more that, Would-Be-Madam will be unsatisfying.