That proves to be true when she comes home to find her live-in boyfriend in bed with a model, so Amanda sets out to find a new place to live. She does so in a closet that's been converted into a bedroom and then rented out by a quartet of models, Jade (SHALOM HARLOW), Roxana (IVANA MILICEVIC), Candi (SARAH O'HARE) and Holly (TOMIKO FRASER), who live there for free and get a long list and line of men to pay for all of their other needs.

When the models realize that Amanda is attracted to Jim Winston (FREDDIE PRINZE, JR.), a fashion executive who lives in the building across the street, they give her a quick makeover and crash one of his parties. There, Amanda and Jim learn that they're kindred spirits and agree to go out on a date. Yet, when Amanda returns to her place and gazes down into Jim's, she thinks sees the silhouette of him murdering a woman.

Of course, no one else saw this and the police don't believe her report, but Amanda and her new roommates then set out to prove whether or not Jim actually committed the crime. While doing so and seeing him dealing with a shady businessman, Halloran (JAY BRAZEAU), Amanda finds herself torn between completely falling for Jim and worrying that he may indeed be a killer.

Among one of the powerful subsets of rock - at least as far as selling albums and filling stadiums is concerned - is what's known as bubble gum pop. Named after both the sugary and nutrition-free chicle and the demographic that regularly chews on it like cud, that style of music can be fun and entertaining in its own right, but is usually void of any real point or much talent.

Movies also have their assortment of genres and subsets within them, with one of the more popular main ones being comedies. Although I don't believe there's an official subcategory known as the bubble gum comedy, perhaps there should be with the release of "Head Over Heels." A cross between Hitchcock's "Rear Window," a standard romantic comedy, and bits of other films such as "So I Married An Axe Murderer," the picture is targeted and exactly geared for the gum chewing and bubble popping set.

Fitfully amusing and sporting an attractive cast - "the better to entice the teen set" said the wolf in executive's clothing - the film is the equivalent of a bubble gum bubble. It's bright and colorful, but ultimately not much more than some superficial sugariness - surrounding a void of nothing but thin and stale air - that's too flimsy to survive even some minor examinable probing without popping and/or collapsing. In short, this is a film where it's prudent to turn off, remove or somehow disable one's brain before seeing it lest one succumb to the inanity that flows forth once the opening credits roll.

While the basic premise - of a woman falling for a man only to suddenly think he may be a killer - has plenty of comedic potential, the story - as concocted by Ed Decter & John Strauss (who co-wrote "There's Something About Mary") and fleshed out in screenplay form by Ron Burch & David Kidd (making their feature film debut) - clearly doesn't make the most of what's available and/or possible.

Instead of clever comedic suspense and constant and amusing misdirection, we're "treated" to several graphic instances of bathroom humor, various slapstick style pratfalls, lame running gags (such as the protagonist literally going weak in the knees over paintings and one man), and a general bevy of situations and developments that only occur in the movies, all of which come off as lame and lazy filmmaking.

For instance, we're supposed to believe that the lead character - played by the stunningly attractive Monica Potter - has a hard time finding Mr. Right, and that she'd move into the closet of an apartment with four models who'd obviously make her feel like Cinderella (although they're no more attractive than her in reality).

A few story and character patches and/or explanations here and there could have made much of what occurs more palatable, but director Mark Waters (who made the edgy and daring "The House of Yes") seems more intent on serving up sophomoric and lowest common denominator material. Thus, the presence of the bathroom humor, various sex jokes and double entendres, and the "biting sarcasm" about models and their industry that is neither fresh nor hilarious. Then there's the hokey and poorly executed ending and related character revelation that may address and answer the film's one driving question, but is so bad it's not worth examining.

I'm sure the film will find an audience and play well to at least part of its target demographic, but for those who can't disconnect their higher mental functioning, this story and the recurring antics contained within will probably grow tiresome rather quickly.

The picture's one partially redeeming quality is the presence of an attractive cast that at least makes the film somewhat easy to watch from an eye candy perspective. Monica Potter ("Patch Adams," "Without Limits") works hard to make the best of what she's been given to work with, and often comes off - intentionally or not - as a combination of the mannerisms and comedic style of Julia Roberts and Sandra Bullock. While that's obviously the right approach for a romance-laced comedy such as this, it's too bad the script ultimately undermines Potter's efforts.

It's not surprising to see Freddie Prinze, Jr. ("Down to You," "Boys and Girls") in this film since he appears to be contractually obligated to show up in as many films geared for teens as possible. Yet, he's not the right choice for the role. While he might have the right looks to make the girls swoon and their hearts go aflutter, he doesn't have what it takes - at least as far as the part is written - to make the best of the "is he or isn't he a killer" role.

The quartet of actresses playing the protagonist's model roommates - namely Shalom Harlow ("In and Out," "Unzipped"), Ivana Milicevic ("Enemy of the State," "Jerry Maguire"), Sarah O'Hare (making her feature debut) and Tomiko Fraser (also making her feature debut) - don't make much of an impression beyond the clichéd stereotypes and O'Hare's repeated pratfalls.

China Chow ("The Big Hit") comes off as a spunky sparkplug playing Amanda's lesbian coworker, but isn't in the film enough to make much of a difference, while those who play some villainous types deliver nothing but stock and decidedly less than memorable performances.

It's too bad that the filmmakers weren't more clever and/or inventive in their approach at playing more off the "Rear Window" material. I kept waiting for more instances of voyeurism-based suspense and humor, but the broad and less than imaginative way in which that's played here steals all of the potential and lessens the ability to keep us wondering how things will turn out. Perhaps if the film had more of the dark and edgy feel of Water's first film things might have turned out better, but alas, that's not the case.

Occasionally a bit amusing but more often than not too simple and/or inane for its own good, the film may appeal to some bubble gum chewing viewers who will find themselves falling for it along the lines of its descriptive title, but it's unlikely that most others will follow suit. "Head Over Heels" thus rates as a 3.5 out of 10.