impending brain cancer surgery. The next day she leaves them in a park while she goes to Leavenworth to see Vivian's dad. That night, she shares this with Joe and tells him her real name, Alice. On the road, they stop for horseback riding, and Joe falls down for a moment from a severe headache. That night, Joe takes Alice to dinner and dancing. There, she has altercation with a drunk, which Joe diffuses. Back at the room, they are intimate. Reaching Vegas, Joe spends time with the kids, while Alice loses the money he gave her. Obsessed, she steals from his wallet again while they are at a show. She goes bust, and then the thugs, led by Elton, catch up to her. Joe makes a trade, him for Alice. He sends her off with the kids, agreeing on a meeting place and time. The real beautiful Joe appears, his friend Happy. Joe discovers that his father-in-law is head of the whole syndicate. Joe meets with the family in San Francisco, and then flies home for the operation. As the family gets in the van, Lee bursts out speaking, ashamed of his mom for her taste in men. Joe goes into the operation alone, but Alice and the kids are there to welcome him back. Cast Sharon Stone as Alice "Hush" Mason Billy Connolly as Joe Gil Bellows as Elton Jurnee Smollett as Vivien Dillon Moen as Lee Jaimz Woolvett as "Mouse" Alan C. Peterson as "Howdy" Dann Florek as "Happy" Ian Holm as George "The Geek" Sheila Paterson as Mrs. O'Malley Frank C. Turner as Frank Gina Chiarelli as Pauline Ben Johnson as Gino Connor Widdows as Anthony Norman Armour as Doctor J.K. Simmons (uncredited) Production In October 1998, actress Sharon Stone stated that Beautiful Joe would be her next project, saying she had read the script while visiting her father, Joe, in a hospital. Stone said production would take place in San Francisco, where she lived. Filming instead took place in Vancouver, British Columbia, and began in June 1999. Filming in British Columbia was initially scheduled to last from June 28 to August 17. The film's budget was $15 million, and filming took place in British Columbia because of various economic incentives, which saved the production $1.5 million. Although the film was partially set in Louisville, Kentucky, it would not feature any scenes shot there, with the