Surprisingly funny — and pleasantly human — with a positively glowing cast, Head Over Heels is quite the best suspense-comedy to come along since Colin Higgins’ Foul Play. Like Foul Play, Head Over Heels manages to come off like lightweight Hitchcock, even though neither the film, nor director Mark Waters, is anywhere near being in the same league. Indeed, Head Over Heels trades on one of Hitch’s most-admired works, Rear Window, with its voyeuristic plot of what happens when a romantically inept art restorer, Amanda Pierce (Monica Potter, Patch Adams), thinks she witnesses potential man of her dreams Jim Winston (Freddie Prinze, Jr., Boys and Girls), murder a woman while spying on him from the window of her apartment. From then on, it becomes a case of learning the truth about Jim with the aid of her roommates. It’s a serviceable plot, and one that is made remarkably effective and appealing by the natural playing and immediate screen chemistry of Potter and Prinze — along with the addition of a raft of quirky characters including, but not limited to, Amanda’s four supermodel roommates. It would be easy to score cheap laughs at the expense of the supermodel mentality — and Head Over Heels is not above cheap laughs — but the four ladies in question (played by Sarah O’Hare, Shalom Harlow, Ivana Milicevic and Tomiko Fraser) are given such delightfully sketched-in characters, glimmerings of something deeper than their looks, and a sense of good-hearted gameness that they become engagingly real. Their efforts at transforming girl-next-door type Amanda into a supermodel is a highlight of the film, not in the least because it shows how truly human they are, while being charmingly out of touch with reality. Viewed carefully, none of the models’ characters are really developed. Instead, they’re given the illusion of reality by clever touches. Candi (Sarah O’Hare in her film debut), for example, is a genial klutz — a supermodel in the works, enduring all manner of cosmetic surgery — with a wealth of decidedly unwholesome references to hijinks with her uncle in Australia. The romance between Amanda and Jim is refreshing in that the characters truly manage to seem like they belong together, no matter how fanciful the plot gets — and before the film is over, it gets pretty fanciful indeed. The film only errs through its occasional attempts to ape the kind of wildness that marked There’s Something About Mary. This is hardly surprising since that film’s writers, John J. Strauss and Ed Decter are here responsible for the story, but the more bizarre — and occasionally tasteless — gags that pop up from time to time don’t really fit Head Over Heels. This is especially true in the film’s two bouts of bathroom humor. Admittedly, though, the second such scene — which finds the models victims of a plumbing venture that goes explosively wrong, is both funny and somehow satisfying: Who doesn’t want to see supermodels having an unfortunate encounter with sewage?. That material, as well as most of the gags involving an oversexed Great Dane who is hell-bent on “marrying” Amanda, seems to have wandered over from another script. It’s funny, but it doesn’t quite belong in this movie. Then too, the film’s big fashion-show climax isn’t quite as big or as funny as it’s supposed to be. This, however, may be more the result of Waters’ basically workmanlike direction than the script. Even so, Head Over Heels mostly works as an entertaining, funny film with its heart very much in the right place. It’s no classic, but it’s certainly a lot of fun.