Frustrated by his lack of progress in asking out secret crush Hannah (Anna Faris), Matt (Luke Wilson) starts dating shy stranger Jenny (Uma Thurman). After several dates, Jenny displays increasingly-neurotic and aggressive behaviour, becoming more demanding and ultimately injuring Matt during their first sexual encounter. Soon after, Jenny reveals to him that she is in fact a superhero, G-Girl, who accidentally absorbed powers such as invulnerability, heat vision, and super-senses after she was exposed to a crashed meteorite as a teenager.
As Matt and Hannah's friendship develops further, and after becoming aggravated with Jenny's escalating jealousy, Matt ends the relationship. An angered Jenny vows to make Matt regret the decision, using her superpowers to publicly embarrass him and eventually causing him to lose his job. Professor Bedlam (Eddie Izzard), a former boyfriend of Jenny and now G-Girl's arch-nemesis, contacts Matt in order to enlist his aid in defeating her. Matt refuses and makes plans to leave the city. As he does so he is contacted by Hannah, and after confessing their feelings to one another, they end up in bed.
Jenny (as G-Girl) discovers them in bed the next day and attacks the pair. Angered, Matt contacts Professor Bedlam and agrees to help him defeat her, as long as Bedlam retires from being a supervillain. He instructs Matt to lure Jenny to a meeting where she can be exposed to a piece of the meteorite which gave her superpowers, telling Matt that this will draw away her powers, leaving her a mere mortal. Matt agrees and meets Jenny for a candlelit dinner at his apartment, under the pretence of wanting to resume their relationship. However, Hannah arrives to see Jenny sitting on Matt's lap. The two women fight, and in the struggle Jenny accidentally reveals her superhero identity to Hannah. Bedlam's trap is sprung, and the energy that gave Jenny her powers is drained back into the meteorite, incapacitating Jenny.
Professor Bedlam appears, but reveals that he has no intention of keeping his promise to retire from villainy and in fact plans to kill the helpless Jenny. While he and Matt fight, Jenny crawls to the charged meteorite attempting to regain her powers; Hannah intervenes just as Jenny grabs the meteorite, which explodes in a burst of power. Both Hannah and Jenny are catapulted off the roof, apparently to their deaths; however, Jenny appears within seconds, powers restored, threatening even more mayhem. Only the unexpected reappearance of Hannah -- also exposed to the meteorite's energies and now also possessing the same powers as G-Girl -- saves Matt. The second fight between Hannah and Jenny is a full-on super-brawl, destroying part of the neighbouring properties. Finally, Matt reasons with them both and they cease fighting. He tells Jenny that Professor Bedlam is her true love; Jenny agrees and she embraces her former nemesis.
The next morning, Matt and Hannah meet up with Professor Bedlam (now just "Barry") and Jenny. As cries for help are heard from afar, Jenny and Hannah take off to tackle the emergency. Matt and Barry are left holding their girlfriends' purses and leave to have a beer together.
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