Following the advice of his dying father, Hal dates only women who are physically beautiful. One day, however, he runs into self-help guru Tony Robbins, who hypnotises him into recognising the inner beauty of women.
Thereafter Hal meets Rosemary (Gwyneth Paltrow), an obese woman whom only he can see as a vision of loveliness.
He also sees the inner beauty of a number of other women he encounters, including Katrina (Brooke Burns).
Tony Gardner’s team did a number of test makeups on Brooke Burns before finalising Katrina’s look. Brooke’s makeup involved upper dentures, stained lower teeth, a prosthetic nose, brown contact lenses, thickened eyebrows, a degraded complection, and her hair was made to look greasy and its colour was dulled overall and darkened at the roots