Unlucky-in-love Amanda Pierce (Monica Potter), an art restorer at the Met in New York City, can't understand why she only attracts jerks. After catching her latest beau (Timothy Olyphant, in a cameo) cheating on her in their bed, she moves out and rents an apartment with four aspiring supermodels--Jade (Shalom Harlow), Roxana (Ivana Milicevic), Candi (Sarah O'Hare), and Holly (Tomiko Fraser). Feeling like a fish out of water with these women--the self-proclaimed "last four non-smoking supermodels in the world"--Amanda, nonetheless, is taken in by them, and they immediately attempt to include her into their circle of beauty, money, and men.

Amanda is more interested in Jim Winston (Freddie Prinze Jr.), though. An easygoing fashion executive, she and Jim instantly hit it off (after Amanda is literally hit and, subsequently, humped by the horny dog he is walking), realizing that they both feel out of the loop when it comes to romance, love, and the opposite sex. Just as they begin to date, Amanda, whose apartment is across the street from his, thinks she sees Jim beat and kill a blonde woman to death, via silhouette. Convinced he is a serial murderer, Amanda and her four bumbling roomies set out to investigate what really went on on the other side of the closed curtain of Jim's apartment.

For its first 30 minutes, "Head Over Heels," directed by Mark S. Waters (1997's "The House of Yes"), is far better than it has any right to be. The characters were brightly performed and the dialogue, from an uneven screenplay by Ron Burch & David Kidd, sparkled with comic deftness. The offbeat romance between Amanda and Jim was being set up with a gentle touch that made their burgeoning relationship all the more sweet. The moment Amanda is watching Jim from across the way one night, and is shocked to see what appears to be a murder taking place, the film derails and only recovers in time for its final scenes.

The biggest question that plagues my mind after seeing "Head Over Heels" is, "what went wrong?" Director Waters so successfully introduced the characters, including the delightfully shallow, oddly likable four models (who were played by real-life models, and do a fine job, to boot), that it is a crying shame he didn't follow through to create a rare, intelligent romance. Instead, its witty wordplay is replaced by physical pratfalls and sophomoric bathroom humor, and the main character's IQ drops about fifty points.

The treatment of Amanda is the picture's most notable disappointment. As played deliciously by Monica Potter (1998's "Patch Adams"), she is smart, instantly engaging, and has actual thoughts in her head. She's also absolutely stunning to look at--perhaps the most beautiful actress since Julia Roberts, whom she coincidentally resembles--and is far more attractive than the overly skinny walking-stick models that she is supposed to pale in comparison to. When the boneheaded mystery plotline is introduced, Potter is forced to automatically act below her obvious intelligence level--a cardinal sin in motion picture screenwriting.

Freddie Prinze Jr. (2000's "Boys and Girls"), a wildly popular actor in most teenybopper circles, has bewildered me ever since he first popped onto the moviemaking scene in the mid-'90s. Acquiring no overt acting talent, he is an almost-always wooden actor who never seems to have anything going on beneath his exterior except for the lines of dialogue he is valiantly trying to remember. Working with Potter benefits him, just as it did with Claire Forlani in "Boys and Girls," because these superior costars must act as inspiration for him to at least not embarrass himself (as he did in 2000's puke-inducing "Down to You").

"Head Over Heels" is over after a speedy hour-and-a-half, and although that is precisely the right length for such a feathery confection, too much time is spent on throwaway gags and plot devices. The movie, no doubt, would have prospered by deleting the whole "Rear Window"-esque twist, and centering on the way two underdogs find love and learn to relate to one another. At the end of the day, the movie's major saving grace is Monica Potter, who is simply radiant. On the evidence of this film, she is on the edge of breaking out into superstardom. Whatever her fate may be, she is sure to be remembered long after "Head Over Heels" is forgotten.