Each year, one bidding war seems to define Sundance, and this time the fever was over "Happy, Texas," a southern-fried comedy about two escaped cons who disguise themselves as gay children's-beauty-pageant coordinators. EW senior writer David Hochman trailed Mark Illsley, the film's cowriter, coproducer, and director to find out how the 41-year-old former toupee telemarketer (with help from costars William H. Macy and Steve Zahn) wound up with the festival's hottest flick.

Sunday, Jan. 24, 1:25 a.m. Illsley sneaks into the Park City Library to check out the screening room where his film "Happy, Texas" is to premiere later that morning. "I looked around the room," he says, "and thought, it's either going to play big here or it will all be a bust."

7:15 a.m. Knowing that positive advance word will make tickets scarce, the film's costar M.C. Gainey takes his position in line for the 11:30 a.m. screening. By 7:30, Illsley joins him, and by 8, 10 other "Happy, Texas" crew members are standing there with them.

11:30 a.m. Meanwhile, back in Los Angeles, at the exact moment when the film premieres in Park City, Miramax cochairman Harvey Weinstein and his heads of marketing begin watching a print of the film, which the studio paid to have copied and shipped to them overnight.

1:40 p.m. After the boisterous premiere in Park City, distributors scramble to set up meetings with the film's rep, Cassian Elwes of the William Morris Agency. Illsley is also besieged under falling snow by new admirers offering him everything from cups of hot cocoa to free passes to Caesar's Palace shows. Illsley simply wants to give a hug to his father, who financed the movie with a $1.7 million loan from his retirement fund.

2:00-2:30 p.m. Behind Room 2B in a suite of studios rented by William Morris overlooking Main Street, Illsley gathers with his agents, producers, lawyers and family members to talk strategy. The plan: leave money out of the negotiations until the 11th hour. "We want to make sure whoever buys the film takes care of it the same way we would," Illsley says.

2:45 p.m. Conference call in 2B with Harvey Weinstein in Los Angeles, who's getting into his tuxedo to attend the Golden Globe Awards. Although the phone meeting goes well, Illsley has reservations. "Harvey really got it, but Miramax is scary," Mark says. "They have a reputation for recutting a lot of movies, and for paying a lot for movies to keep them out of hands of competitors. But the good side is if they like a movie, they go to the boards for it."

3:30 p.m. Ruth Vitale and her acquisition team from Paramount Classics, along with Mark Ordesky, Fine Line Pictures' acquisition president, wait their turns anxiously outside Room 2B as roars of laughter emanate from behind the closed door. "What are they doing in there?" Vitale asks aloud. "Having group sex?"

3:40 p.m. Vitale and company put their snow boots on and threaten to leave for a 4:30 screening, a message relayed to Elwes, who emerges to keep the calm. Later, after receiving calls and visits from distribution execs at Fox Searchlight, New Line, Independent Pictures, Paramount, Columbia, Universal, and Sony, Elwes admits privately, "It's business not as usual. We knew people were going to dig (the movie), but we didn't quite expect this level of madness."

4:10 p.m. The Paramount Classics team wraps up their brief meeting, with optimism. When asked how things went, acquisition exec David Dinerstein says, "I'm smiling, aren't I?"

4:15-8:30 p.m. Illsley and his team join a celebratory cast dinner already in progress, before returning to Room 2B for teleconferences and in-person meetings with more than a half dozen interested studios.

9-11 p.m. In a crowded condo, Illsley watches the Golden Globes, hoping for a cue from Weinstein. Illsley explains, "I told Harvey...to scratch his nose three times to say hi to me up here in Park City." When he wins for "Shakespeare in Love," Weinstein scratches twice, enough for the "Happy, Texas" crew to cheer like crazy.

Monday, January 25, Throughout the day Rumors circulate that "a bidding war" is jacking up "Happy"'s price to somewhere between $10 and $20 million.

5:00 p.m. Illsley goes to a press screening of his movie in a small room at the Hotel Yarrow but must leave when he sees that 200 people -- members of the media and distributors -- are literally pushing and shoving for just 90 seats. "The last time I saw anything like this," says Harry Clein, who's handling the film's publicity, "was when I did PR for Liza Minelli in 'Cabaret.'"

5:30 p.m. Sitting in a coffee shop with coproducer and screenwriter Ed Stone, Illsley is told by a waiter that "Happy" sold for $6 million. They are unable to convince the waiter otherwise.

7:30 p.m. In a private room at the posh Stein Ericksen Lodge, Illsley and his team finally meet face-to-face with Weinstein and his acquisition and marketing heads, who have flown in from New York and Los Angeles. "They came impeccably prepared and said all the right things," Illsley says. "Harvey told us he will not touch a frame, that I'll have final cut, that the title won't change, that it will get a 1999 release. He put all my fears to rest."

8:15 p.m. Illsley and company return to room 2B for second meetings with key distributors, desperate for the film. One has a pizza delivered to the suite, with the words "Happy, Texas" spelled out in pepperoni and chopped sausage.

10:30-midnight While Illsley celebrates at a packed party on Main Street, Elwes calls the top four distributors, asking each to make their best offer and telling them this is the only bid they'll be allowed. "I basically told Cassion to take all the bids and go with Miramax," Illsley would say later.

1:35 a.m. Illsley calls Weinstein on his cell phone. "I was so proud to tell him that we went with him even though he wasn't the highest bidder," Illsley says. "I just thought that was really neat."

2:30 a.m. Illsley and his posse head to Stein Erickson Lodge to meet the Miramax legal team to finalize a contract, reportedly worth $2.5 million, with a back-end deal that could eventually push the overall profits past the $10 million mark.

3-4 a.m. Illsley and Stone drive around Park City, trying, as Stone puts it "to take a moment to keep up with how far we'd come. It was like standing on top of the hill with a great view saying 'I can't believe we're here.'"

4:30 am Illsley and Stone break for steak and eggs at Denny's. "I wanted to eat something I never eat to mark this moment," Illsley says.

5:45 a.m. Illsley and Stone wake up Weinstein (who's now in Park City). Weinstein appears at the door in his t-shirt. Illsley says, "We wanted to take pictures with him."

6:45 a.m. Illsley and Stone head back to their condos to sleep for an hour before bracing for a day of media interviews. Meanwhile, losing distributors licked their wounds. "Nine months from now," one says, "Nobody in the real world will remember this bidding war, and nobody will care."