Head over Heels is a 2001 American romantic comedy-thriller film directed by Mark Waters. Starring Monica Potter, Freddie Prinze Jr., Sarah O'Hare, Shalom Harlow, Ivana Miličević, Tomiko Fraser, China Chow and Timothy Olyphant. The film was panned by critics and failed to recover its modest $14 million budget.
 Amanda Pierce was a talented paintings conservator at the Metropolitan Museum of Art in New York City. She had a keen eye for art and a good sense of judgment when it came to her job, but when it came to men, her sense of judgment seemed to be lacking. This became especially apparent when she caught her boyfriend cheating on her with a supermodel. Amanda decided to move out and find a new apartment. Her search led her to a small apartment with four struggling models: Jade, Roxana, Candi, and Holly. Though these women represented everything Amanda had been hurt by, she decided to take a chance and move in with them. Though it was a tumultuous journey full of challenges, Amanda eventually found a supportive and welcoming home in her new roommates. As she grew closer to the four young models, she found herself growing in strength and confidence, learning to use her good judgment in all aspects of her life.
 Amanda couldn't believe it. The guy she had been admiring from afar for weeks now lived in the same apartment building as her. She always thought something special connected them, and this confirmed it. With a new zest to uncover his every detail, she decided to start spying on Jim Winston. Every night she'd spy on him from her window, looking for some flaw that'd make him human. Little did she know, one night after another, it would not be long until she was standing face to face with murder. She saw Jim Winston killing Megan O'Brien in cold blood. He had apparently been stalking her for weeks to the point of assaulting her near their complex. When the police arrived, all Amanda could do was watch Jim in panic, unable to do anything. In his moment of silence, merely seconds before the police could catch him, he had managed to get rid of all the evidence. There was simply nothing left for the police to find, so much so that they began to question her sanity as the only witness to the crime. Amanda's heart raced with fear. She was now in the middle of a dangerous situation without anyone to trust. She knew that it was only a matter of time before Jim Winston could find her and do the same thing to her.
 Amanda was completely fed up with the inaction of the local police force in their search for her friend, Jim. After all, they had been looking for him for weeks with no results. It was clear that more drastic measures needed to be taken, so Amanda enlisted the help of her new friends to investigate. After some digging and sleuthing, they managed to locate Jim's whereabouts. When Amanda finally confronted him, she was surprised to find out that he wasn't the criminal that they had suspected; it turns out he was actually an undercover FBI agent by the name of Bob Smoot who had joined forces with Jim's partner, Megan, to take down a dangerous criminal by the name of Strukov. It seemed that Strukov had taken on the pseudonym of Halloran and had been smuggling money. Amanda was immediately taken aback because this was the very same criminal she had been restoring a painting for, unbeknownst to her. It was a wild and bizarre set of circumstances that eventually brought all the pieces of the puzzle together.
 Jim, Amanda, and her roommates had been captured by the notorious Strukov, a dangerous criminal mastermind. Strukov had been smuggling diamonds and had no intention of ever letting them out of his grip. Little did he realize that with the help of Roxana, they would outwit him. She seduced the Russian guard and, using her wits, allowed them to escape. More determined than ever to take down Strukov, they tracked him down, leading them to a fashion runway. Without pause, they seized the opportunity to take him down and justice finally reigned. Impressed with their courage and determination, the FBI awarded them special commendations for their bravery and mission accomplished.
 Bob invites Amanda to come and stay with him, and they rapidly grow close, developing a deep romantic connection that was always there, despite the tension between them from their time apart. He introduces her to a new lifestyle, of late night dates to exclusive events and movies, dinners in fancy restaurants and nights by the waterside, to see the stars. Jim and Amanda had been close friends for years, but they had always pushed each other away when one of them acted out of character. This was always the case with Jim and Amanda; they were both passionate and stubborn individuals who could never quite express their feelings for one another. So when Jim asked if they could start over again, Amanda refused out of fear for the feelings it could create. Jim, now going by his real name, Bob, did manage to make his way back into Amanda’s life - which also meant the same for their past. Bob invited Amanda to his new apartment, where they could also see the other model friends that Amanda hung around with, and it was obvious that they were all delighted to see that she had finally been happy again.
 The relationship between Amanda and Bob flourished; they went on late-night dates, out to exclusive events and movies, dinners in fancy restaurants and late-night strolls around the pier to watch the stars together. Their bond had deepened and a romantic connection had grown, despite the tension that had arisen between them when they had separated. Amanda and Bob had grown stronger than before; they were constantly in near physical contact as they embraced the new life they had created together. The time spent apart had made them realize the strength of their relationship, and now that they were together again, they never wanted to let go.
 The film opened on February 2, 2001, to largely negative reviews, receiving a 10% "Rotten" rating at review aggregator Rotten Tomatoes with an average score of 3.4/10, based on 89 reviews. The website's critics consensus reads: "Head over Heels is being blasted by critics as a huge mess. The plot and jokes are idiotic, while the toilet humor is gratuitous and more gross than funny." The movie has received a Metacritic aggregate rating of 27 out of 100 reviews, denoting "generally unfavorable reviews" based on 25 reviews. Analyzing the individual performances in the film, Robert K. Elder of the Chicago Tribune wrote: "With her Julia Roberts-like vulnerability and kewpie-doll eyes, Potter certainly outshines Prinze, who doesn't deviate much from his past teen dream roles—though he's winsome just the same.
 The film was financially unsuccessful. Released on February 2, 2001, the film opened at #7 in 2,338 theaters and grossed $4,804,595 in the opening weekend at the North American box office. The final domestic grossing was $10.4 million while the foreign market grossed $2.7 million for a worldwide total of $13,127,022. Against its $14 million budget, the film was a flop.