After a longtime collaboration working as a second unit director alongside Kevin Reynolds, Mark Illsley made his feature debut with the 1999 Sundance Film Festival favorite "Happy, Texas". While attending film school at USC, Illsley first met up with Reynolds and served as producer of the director's thesis film "Proof", a 22-minute short later expanded into Reynolds' debut feature "Fandango" (1985), notable as an early starring vehicle for Kevin Costner. Illsley's first screen credit came in 1986 as assistant director of Clay Borris' thriller feature "Quiet Cool". He reteamed with Reynolds on "The Beast" (1988), again serving as second unit director of the compelling Soviet/Afghan war film starring Jason Patric. His name appeared onscreen again in 1990 as key production assistant on Alan Rudolph's "Love at Large" before he reteamed with Reynolds in the second unit director capacity on "Robin Hood: Price of Thieves" (1991). In this popular adventure film, Illsley was responsible for the striking shot of an arrow spinning through the air plucked for use in the trailer, television spots and music videos that promoted the film. Less successful was the 17th Century-set Easter Island civil war epic "Rapa Nui" (1994). Directed by Reynolds with Illsley once again heading up the second unit, the film proved a rough shoot, with scenes requiring scaling mountains and hanging off of cliffs to capture the remarkable scenery. Illsley ended his partnership with Reynolds after this feature and prior to the director's doomed "Waterworld" (1996), but found movie work hard to come by, and ended up at one point doing time as a telemarketer for a hair restorative company.

With a faltering career, Illsley grew more determined to helm a feature of his own, and teamed up with screenwriter Ed Stone who drafted the script that would become "Happy, Texas". Illsley and Stone privately funded the film, with major donations coming from Illsley's siblings and his Silicon Valley entrepreneur parents. The fledgling director excitedly undertook the tall task of making a film with little money, inspired by Robert Rodriguez's book "Rebel Without a Crew". In the end, "Happy, Texas" managed to land a $1.7 million budget (much more than the $50,000 he originally planned on) and an especially impressive cast of dedicated actors (Jeremy Northam, Steve Zahn, William H Macy, Illeana Douglas and Ally Walker). The decidedly good-natured romantic comedy (a purposeful turn from the often cynical or debased indie fare) was relentlessly championed by the director, and was screened to acclaim (and a bidding war) at Sundance in 1999. It follows the adventures of two escaped convicts who posing as child beauty pageant coordinators descend upon a small town to hide out and rob the local bank, only to bewitch and be bewitched by the titular community's quirky residents. A particularly engaging subplot involving a closeted gay sheriff (Macy) was handled well, steering clear of tired stereotypes. The charming and funny feature's theatrical release came in the fall of that year, and enjoyed glowing reviews and a relatively strong box office. In the midst of the success of "Happy, Texas", Illsley, determined to make the most of his debut acclaim, was busy developing his next feature, "Guam Goes to the Moon/To the Moon", a comedy about an upstart space program peopled with NASA rejects.