After the leading man's penchant for underage girls gets them banished from their New Hampshire location, the crew moves to the small town of Waterford, Vermont to finish shooting The Old Mill.
Unfazed, the film's director, Walt Price (William H. Macy), places his faith in the ability of first-time screenwriter Joseph Turner White (Philip Seymour Hoffman) to alter the script.
The film's leading lady (Sarah Jessica Parker) refuses to do her contracted nude scene unless she's paid an additional $800,000, while the foreign cinematographer offends the locals by messing with a historic firehouse.
Everything comes to a head after Barrenger and Carla are injured in a car accident, which leads White (the only witness) to another emotional quandary and into the arms of Annie.
The website's critics consensus reads "State and Main offers plenty of wit and laughs in its lampoons of the movie industry."