this odd little film start out with the story of bruno ( alex linz ) in a catholic school who have no friend and get beat up everyday . he like to wear dress and his obese mother angela who be a dressmaker doesn not think their be anything wrong with what her son like . angela complain to mother superior ( kathy bates ) but get ignored and a the two of them walk back to theyre car they be harass by the other kid and be pelt with egg . bruno father dino ( gary sinise ) be divorce from angela and be totally disgust by his son be a sissy and practically disown him . bruno meet a new student at school name shawniqua ( kiami davael ) who be a free spirit and dress like annie oakley with cap pistol . angela have a heart attack and bruno grandmother step in to take care of him when dino refuse . the film start out with a very hard and unsympathetic look at all the character involve . angela have a great deal to do with bruno wear dress a she practically encourage him . dino be tell when he be a young boy by his mother that he be a sissy because he like opera and now he refuse to help bruno when he need it . the catholic school that bruno attends be very unruly and all the kid run rampant and even call shawniqua the n word . once shirley maclaine step in the film shift and become more family orient ( so to speak ) . spoiler alert the end after the spelling bee be incredibly contrive and feel good . hug and cheer for bruno a reporter follow him and take his picture for their paper . all the while shirley maclaine be act like the tough old broad who snap at everyone . there be one thing about maclaine character in the film that no one have mention in these comment and it have to do with the masculine nature of her . i think the character of helen might be a lesbian . she very tough and strong and at one point in the film she share a shot of whiskey with bruno and smoke a cigar at the same time . i do not remember anyone in the film mentioning who her husband be or if she be ever marry at all . this be why i think her character might be gay . lot of other good actor appear in the film as well . joey lauren adam and jennifer tilly and brett butler and gwen verdon and lainie kazan all should have take a good look at the script before they sign on . i guess when they hear that maclaine be direct that it would be an honor to be part of it . very difficult to feel any remorse or understanding towards any of the character and the subject matter be probably impossible for most to relate to . the actor be not bad but what exactly be maclaine aiming for . tolerance towards a young boy who want to wear dress and freedom of expression . we get that in the first 10 minute and the rest of the time i be try not to cringe .