Holland Taylor plays the task-master head of the D.E.B.S. organization, and Michael Clarke Duncan has a small role as the head of the D.E.B.S. school. The leader of this particular group of D.E.B.S. is Max (played by Megan Goode of Eve's Bayou, Deliver Us from Evie, and Biker Boyz), an assertive, serious young woman who works hard to keep everything running smoothly. The French-accented Dominique (Devon Aoki of 2 Fast 2 Furious) sleeps with a different guy every night and never goes anywhere without a cigarette in her mouth, while earnest Janet (Jill Ritchie, reprising her role from the short film on which the feature is based) tries desperately to prove her worth to Max.

Finally, we have girl-next-door Amy (Sara Foster, also starring in the upcoming Owen Wilson flick The Big Bounce), frequently referred to as "The Perfect Score" because she performed so well on the secret test. Amy has just broken up with her boyfriend, fellow government-agent Bobby (Geoff Stults from 7th Heaven), because she's not in love with him, and he's having a hard time letting go.

The D.E.B.S.' evil arch-enemy, Lucy Diamond (played by Jordana Brewster of The Fast and the Furious), is also having a hard time getting over being dumped by a girl. A career criminal whose list of bad deeds include trying to sink Australia, Lucy is shrouded in mystery to everyone but her trusty assistant, Scud (Jimmi Simpson), since no one has ever fought Lucy and lived to tell about it.

After a funny Charlie's Angels-type opening, the film follows the D.E.B.S. as they are assigned to secretly monitor a meeting between Lucy Diamond and a beautiful Russian assassin, Ninotchka (played by Jessica Cauffiel from Legally Blond and Legally Blond 2), who embodies every American movie stereotype of a Russian femme fatale.

Turns out, it's not a meeting, but a blind date arranged by Scud. At dinner, Lucy figures out pretty quickly that Ninotchka's not the one for her, but before she can end the date, shooting breaks out in the restaurant and Lucy's on the run from the D.E.B.S.--until she runs into Amy (literally) and sparks begin to fly in a hilarious verbal exchange.

Smitten with Amy, Lucy begins to create opportunities for them to be together, despite Amy's initial unwillingness to acknowledge her attraction to Lucy. But their mutual attraction quickly becomes obvious, and Amy sneaks away to stay with Lucy for a few days so they can spend some time together. The D.E.B.S. mistakenly believe Amy's been kidnapped and organize a nationwide hunt to "rescue" Amy, only to find Lucy and Amy in a rather compromising position. Their relationship no longer a secret, Amy is finally forced to choose between her loyalty to the D.E.B.S. and her feelings for Lucy.

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