All the beauty contestants have to "Smile" in this 1975 film written by Jerry Belson and directed by Michael Ritchie. It's a take-off on pageants and American values in the '70s. It stars Barbara Feldon, Bruce Dern, Michael Kidd, and Nicholas Pryor, while featuring some familiar young faces as contestants: Melanie Griffith, Colleen Camp, and Annette O'Toole.

Feldon is the ever-chipper but icy "Young American Miss" who has no use for her drunken husband (Pryor) and devotes herself to the pageant; she's terrific, as is Bruce Dern as a used car salesman, the main judge of the pageant who has an enterprising son with a Polaroid camera. Best of all is Michael Kidd as the choreographer. Kidd started out as a ballet dancer, moved to Broadway, and finally Hollywood where he danced, acted, and choreographed, later adding directing to his list of talents. Here, he gives a wonderful performance as a choreographer whose cynicism and toughness hides a heart of gold.

There are too many vignettes among the contestants to describe - the talent competition that consists of packing a suitcase, the flaming baton; the rehearsals with the orchestra are hilarious, as is the contestant looking for her butter churn.

The film hits just the right note between satire/comedy and drama. Beauty contestants haven't changed much; they all want to help people, and being brought up without a father is a distinct advantage. Boys are still horny. And never has any of this been presented in a more of a light, amusing way than in "Smile."

Smile. Right. You have never seen so many teeth in one movie. Not just the girls in the Miss Virginal California Beauty Pageant, although they show a multitude of glistening chiclets, especially Joan Prather as the audience proxy and the Mexican-American Miss Salinas whose gums seem to glow in the dark, but also the Master of Ceremonies, Dennis Dugan and Bruce Dern as the manager of the show, whose teeth evoke the image of a beaver.

It's the story of a beauty contest for high school girls, how its organized, and how the many people involved in the enterprise feel about the business. The girls themselves vary in their degrees of San Quentinhood. Annette O'Toole and Melanie Griffith in particular ooze pulchritude.

Satirizing a beauty contest is easy. Woody Allen did it effectively in two minutes in "Sleeper." It's like stretching an iridescent butterfly on the rack. But director Michael Ritchie practically vivisects the thing, exposing the materialism, the libidinous impulses, and the unthinking conformity that slithers around under all the confetti and spangles.

It's hilarious. The first time I saw it, I though, "So what else is new?" This time around I uncovered subtle jabs and way signs that I'd never notice and, maybe, the writer of the exceptionally fine screenplay, Jerry Belson, didn't intend.

Ritchie has filmed it in a semi-documentary manner with lots of cutaway shot to observers, sometimes bored, sometimes laughing, sometimes alight with pride. It's a forceful tactic. We can almost believe it when one of the contestants is demonstrating her skill at packing a suitcase, or playing Rondo a la Turk on an accordion, or another is pulling off some inane stunt while the band plays the choral movement of Beethoven's glorious ninth.

The girls' talent displays themselves aren't worth describing too much. I'll mention Annette O'Toole's number and let it go at that. She slides onto the stage and into the spotlight dressed like Mae West and begins her overblown spiel about how all the furs and diamonds in the world can't make your inner soul attractive -- reading some passages from the Bible to prove it -- and meanwhile kicking off her slippers, ripping off her massive blond wig, flinging away one hampering garment after the other until we realize she's doing a strip tease, right down to her chaste white body suit. Bruce Dern, a true believer in the pageant, smiles with satisfaction, totally unaware of what's going on. But one by one the members of the band turn her way, and the drummer stops and with a big grin begins to caress one of his drumsticks. As O'Toole finishes, she announces happily that none of the world's jewels are worth as much as THESE, and she grabs two lilies and presses one against each of her ample breasts.

What impressed me is a little hard to pin down. It's not really about a beauty pageant. It's a metaphor for the ability to align yourself with a nebulous ideology or set of values. All of us need something to believe in. It could be religion or politics or the Junior Chamber of Commerce. How firm is your belief? How much do you need it? What would you pay to maintain it? What would it take to convince you that you were making a fool of yourself? Let me put it this way. Would you kiss a raw chicken's ass filled with cream in order to join a club?

At the end, Dern is alone in the empty echoing auditorium except for three Marines who are folding the flags of the state of California and the United States. The pageant has left Dern puzzled, in the sense of what it's all about. He wanders up to the business-like Marines in dress blues. ("Detail halt. Watch the flag, Jim.") He stares wonderingly at them and asks if they're in the first division. An affirmative nod. "I was in the first division too. . . . We held them at the Chosin Reservoir." No acknowledgment. The Marines turn to leave and the ranking sergeant asks one of the men, "Did you see the knockers on Miss Imperial Valley?"

One of the great things about 70's cinema was its bold willingness to ferociously criticize and deromanticize certain absurd, yet enduring myths existent in our culture. "Smile" rates highly right alongside "Payday" and "California Dreaming" as one of the best, most brutally frank and on the money exposes of the pitiful seamy reality that can be unearthed behind the flimsy, far-fetched facade of a certain fantasy that's commonly perceived as a hallmark of American culture. The fantasy in question is that cheerfully ludicrous yearly event known as the American Beauty Pageant. Said pageant, the "Young American Miss" contest, proves to be the sole source of friction, vitality and excitement in the otherwise dreary and sleepy California suburb of Santa Rosa while also serving as a crassly pandering meat market and unfortunate reinforcer of strictly dividing gender role-dictated differences between men and women.

Bruce Dern as the pathetic, obsessive, insignificant car salesman who funds the event, Nicholas Pryor as Dern's alcoholic, discontent friend who's fed up with the hollowness of his life, Barbara Feldon as Pryor's bitchy, negligent wife who's more concerned with organizing the pageant than she is about her husband's well being, Geoffrey Lewis as the pageant's smug, slimy sponsor, and especially the fabulous Michael Kidd as the acerbic, down on his luck Broadway dance instructor who takes the thankless job of choreographing the whole silly affair because he desperately needs the money all give expert, somewhat excruciatingly accurate performances. Colleen Camp, Joan Prather, Melanie Griffith and Annette O'Toole likewise excel as several of the pageant's conniving, fiercely competitive contestants. Michael Ritchie's able, insightful, wickedly spot-on direction, working from Jerry Belson's acrid, incisive, savagely barbed script, offers a caustic, scathingly candid and deliciously vicious ridicule of America's idiotic obsession with shallow appearances over genuine substance, our general squeamishness about sexuality (Dern's son takes pictures of the contestants undressing which he later plans to sell to the townspeople),the inability of both sexes to openly communicate with and fully trust each other, the unspoken, but deeply ingrained "do whatever you got to do in order to succeed" Machiavellian ethic that continues to thrive to this very day, and the inanity and superficiality inherent in Middle Class American existence. A biting, rather painfully correct and most sadly under-appreciated 70's seriocomic sleeper gem.