Amanda (Monica Potter
) is a painting restorer at the New York Metropolitan Museum. She has had a long history of picking cheating boyfriends extending back to grade school. Her most recent disappointment comes when she returns to her apartment to find her boyfriend making love to a lingerie model in their bed. Brokenhearted, she moves out of her apartment and spends the night with her friend from work, fellow restorer Lisa (China Chow
Needing a more permanent place to stay, Amanda answers an ad for a roommate at a swanky apartment already occupied by four fashion models: Holly (Tomiko Fraser
) who is smart and gave up a full-ride at Standford to walk the runway. Jade (Shalom Harlow
) who likes to photograph as much as be photographed. Roxana (Ivana Milicevic
) a sultry Russian beauty and Candi (Sarah Murdoch
) an Australian model who likes to regale the rest of the group with stories about growing up on a farm with her lecturous Uncle Pete. The girls get the apartment free from their agency, but rent out a spare room (really a closet) for spending money. Amanda moves in and finds the lives of the models to be very different from her own. Every evening there is a line of guys outside the door waiting for the privilege to take the girls out for the night.
While moving in Amanda meets handsome Jim Winston (Freddie Prinze Jr.
) when the Great Dane he is walking, Hamlet, knocks Amanda down and tries to hump her. At first Amanda is taken with Jim (there is a running joke that she gets weak in the knees every time they meet) but decides that she doesn't want to rush into another disastrous relationship and tries to keep him at a distance. Despite this she spends her spare time for the rest of the film sketching his face under the premise of using his likeness to restore a character on a damaged painting.
That evening the rest of the girls go out while Amanda and Candi stay in (in another running joke Candi rarely goes out as she is constantly recovering from plastic surgery that her agency makes her have to make her perfect looks even more perfect). They notice that the apartment across the way belongs to Jim and they have an excellent view of his living room. Candi recognizes him as an up and coming fashion executive. Amanda watches carefully for signs of him being a heel, but they only see him being a nice guy.
One evening it is clear Jim is getting ready for a party and the girls convince Amanda to crash it with them (something which is easy for them to do as models) so she can get to know Jim. Amanda gets there, but after watching Jim work the crowd, feels out-of-place and decides to leave. On her way down the stairs she runs into Jim who tells her he hates these functions, but it is part of the job. They get to talking and she falls for him and he asks her out on a date.
Back at the apartment Amanda is watching Jim clean up after the party when she notices a women, Megan O'Brien (Tanja Reichert
), still in the apartment. Jim closes the shades so Amanda can only see shadows and Amanda thinks she sees Jim take a bat and kill Megan with it. She calls the police, but they find no evidence of a murder and Officer Rodriguez (Joe Pascual
) is skeptical of Amanda's story. She decides to investigate herself (with the help of the models). Despite bribing the apartment's maintenance man to let them into Jim's apartment (and almost being caught when he comes home unexpectedly) they can find no evidence of foul play. Amanda later sees him carrying something that looks like a body in a bag and follows him out to Central Park. Instead of burying a corpse, however, Jim is helping coach a little league team and the bag contains bats and gloves. At this point Amanda decides to trust him and keep their date.
However, Jim is indeed involved with some nefarious individuals. They are a group of Russian mobsters lead by a man named Strukov (Jay Brazeau
). Strukov notices Amanda's interest in Jim and decides to investigate her. Posing as a businessman named Halloran he brings a painting that needs to be restored to Amanda's apartment. He tells her that the holes in it are from mice, but it is clear to the viewer that they are bullet holes.
On their date Jim and Amanda decide they really like each other and return to his apartment to make love. Amanda forgets to close the shades, however, and her roommates fall asleep watching her amorous encounter through the window.
The next day Amanda is meeting Jim in preparation for going away for the weekend with him. On the way she sees in a front page story that the body of Megan O'Brien has been found. She grabs the newspaper, finds Jim and demands to know what happened to the woman. Unfortunately she does this while Jim is speaking to Strukov, blowing his cover. Jim and Amanda are forced to run from Stukov and his goons while Jim explains that he is an FBI agent. Megan O'Brien was another agent and her death and the newspaper story were staged to help Jim garner trust with the Russian mobsters. Jim believes Stukov's organization is using the fashion industry to launder drug money.
Amanda tells Jim that Stukov has been to her apartment and he fears Stukov will try to harm her roommates. They run to their rescue, but are captured along with the models by Stukov's goons and taken to Stukov's dress warehouse. At the warehouse they discover the Russians are actually using garments to smuggle diamonds out of Russian by sewing them onto dresses instead of cheap rhinestones and shipping them to the United States. Roxana then flirts with the guard in Russian bringing him close enough so that Jim, a black belt, is able to knock the guard out, so the group can escape.
They flee the warehouse by jumping into a limo owned by fashion designer Alfredo (Stanley DeSantis
). In a bit of good luck for Jim, Alfredo is headed to his fashion show where Stukov will be an guest. Jim hopes to arrest him there. In a bit of good luck for the girls, Alfredo is short several runway models at the last minute and the girls are hired. When they get there Amanda is also pulled into a makeup chair. She is about to protest that she is not a model, when Stukov's goons appear backstage. She decides it is safest to blend in with the other girls and the makeup people dress her and ready her for the runway.
A goon finally spots Amanda and chases her out on to the runway. Jade, Roxana and Candi tackle him while Amanda, surprised by seeing the gangster in the crowd, falls off the stage on top of Stukov. Jim arrives in the nick of time to punch the Russian out, arrest him and the case is closed.
Amanda finds out that Jim's real name is Bob Smoot and they start their relationship afresh. The movie closes with them kissing in Bob's new apartment. As their affections grow more intimate this time he thinks to close the drapes and the credits roll.