Holden (Ben Affleck, Shakespeare in Love) and Banky (Jason Lee) are comic book artists. Holden falls for Alyssa (Joey Lauren Adams) when they meet at a comic con. He goes to see her sing at Meow Mix in New York City, thinking that she has a thing for him and unaware that this is a lesbian bar. The lead singer in the band, by the way, is Guinevere Turner (Preaching to the Perverted, Stray Dogs, Go Fish, The Watermelon Woman, "The L Word," Kiss Me Guido, Hung, Fabulous!, FtF: Female to Femme). Affleck is actually quite good as the smitten guy, unaware that Alyssa's girlfriend (Carmen Lee) is standing right next to him.

Both Holden and Banky ask Alyssa the kind of curious guy questions about lesbians that most would never ask, most likely very educational for the average Kevin Smith movie watcher. Holden and Alyssa become close friends, until he tells her how much in love he is with her. She gives a great, angry speech … but damned if she doesn't run back into his arms. And so we have another "all the lesbian needs is a guy" movie. (Affleck later appeared in Gigli, a film with a similar theme.)

From then on, the film becomes about the relationship between Alyssa and Holden. Holden does become a jerk, and it appears that Alyssa is back in the life at the end of the film.

With appearances by Jay (Jason Mewes) and Silent Bob (Kevin Smith). Written and directed by Smith (Clerks, Jay and Silent Bob Strike Back). All of the above named actors also appear in Jay and Silent Bob Strike Back.