Dir: Mark Waters. US. 2000. 110 mins.

There's more than a little of There's Something About Mary (and a self-conscious touch of Alfred Hitchcock) in Head Over Heels, a bouncy but messy romantic comedy/thriller that pools the off-screen talents of Adam Sandler's regular producer Robert Simmonds, House Of Yes director Mark Waters and - though they only get story and executive producer credits here - Mary co-screenwriters Ed Decter and John Strauss. Besides the breezy tone, there's the dumb (and sometimes dumber) slapstick, the scatological sense of humour and the same underlying sweetness. But the elements feel more calculated than they did in Mary and there isn't the unifying madcap vision that made the Farrelly brothers' hit so ultimately winning.

That may not be too much of a drawback commercially: with teen heartthrob Freddie Prinze Jr attracting the female audience and relative newcomer Monica Potter - plus a quartet of real-life models - there for the boys, Head Over Heels should be able to more than hold its own at the box office.

Potter (whose last major appearance was in Patch Adams) gets the bigger of the two lead roles and displays an appealing girl-next-door cuteness. Her Amanda is a young, single New Yorker who finds more romantic fulfillment in her job as an art restorer than in ill-chosen boyfriends. After a 'meet-cute' initiated by a randy Great Dane, Amanda falls for fashion executive-next-door Jim Winston (Prinze Jr). Her fashion model flatmates help move the romance along, but the budding affair is interrupted when Jim apparently reveals - in a Rear Window-inspired moment - a secret dark side.

The models (Harlow, Milicevic, O'Hare and Fraser) get much of the straight-ahead comic action and while inexperience sometimes shows through - two of the four real-life catwalkers are making their film acting debuts - their skewering of fashion-world mores gives the film's bow an enjoyable second string. A couple of set-piece potty gags should help get the film talked about even if they don't have the crude flair necessary to incite really big laughs.

The thriller strand - the press notes suggest the filmmakers were thinking along the lines of a Preston Sturges-directed North By Northwest - lies awkwardly beside the rest of the plot and doesn't hold interest for long. And with so much else going on the romance itself gets fairly short shrift: Amanda and Jim's relationship finds itself going through ups and downs at lightning speed, even by Hollywood standards.

Prod co: Universal Pictures. US dist: Universal. Int'l dist: UIP. Prod: Robert Simmonds. Exec prods: Tracey Trench, Julia Dray, Ed Decter, John J Strauss. Scr: Ron Burch, David Kidd. Cinematography: Mark Plummer. Prod des: Perry Andelin Blake. Ed: Cara Silverman. Mus: Randy Edelman, Steve Porcaro. Main cast: Monica Potter, Freddie Prinze Jr, Shalom Harlow, Ivana Milicevic, Sarah O'Hare, Tomiko Fraser.