. Candidates are selected through a test hidden in the SATs that measures an applicant's ability to cheat and lie. The team is headed by the somewhat obsessive Max (Meagan Good), who tends to draw her gun at the slightest provocation. The other team members are the somewhat naive Janet (Jill Ritchie), the chain-smoking and promiscuous Dominique (Devon Aoki), and Amy (Sara Foster), who is doubtful about being a spy, despite the fact that she earned a perfect score on her D.E.B.S. test and is now an honor student at the academy. As the film opens, Amy has broken up with her boyfriend Bobby (Geoff Stults), a Homeland Security agent. Her personal life takes a back seat to the re-emergence of Lucy Diamond (Jordana Brewster), a criminal mastermind who, by coincidence, is the subject of Amy's thesis. The D.E.B.S. are sent by the head of D.E.B.S., Miss Petrie (Holland Taylor), to survey Lucy. They arrive at the restaurant Les Deux Amours expecting to witness criminal dealings. Little do they know that Diamond has simply been set up on a blind date by her chief henchman and best friend, Scud (Jimmi Simpson). She is there to meet an ex-KGB assassin named Ninotchka Kaprova (Jessica Cauffiel). The date is a disaster. Bobby shows up to confront Amy about their breakup, but accidentally alerts Diamond to the spies overhead. A shootout erupts, and Diamond escapes in the chaos. The D.E.B.S. follow her, splitting up into two groups with Max and Dominique going one way, and Amy and Janet going the other. Amy and Janet get separated and Amy literally runs into Lucy in a large storage room. They quickly end up in a standoff, with Amy trying to convince Lucy to come quietly. Lucy instead charms Amy (who is surprised to learn Lucy is gay, since none of the material she studied for her thesis reveals this) into lowering her guard and disappears the moment Amy's attention wavers. When the other D.E.B.S. arrive, they praise Amy for being the only federal agent who has ever encountered Lucy and lived to tell about it. Despite Scud's protests, Lucy returns to the squad's residence that night to talk to Amy, with whom she is quite taken. They fight, until Lucy gains the upper hand and forces Amy to go out with her for a night of fun. However, they encounter Janet outside the house. Lucy has no choice but to bring Janet along or risk discovery. They drive to an underground club called The Junk Pit. Janet ends up bonding with Scud while Lucy further charms Amy. Lucy is intrigued by Amy's intellect, her breakup with Bobby, and her obvious doubts about being a spy. Amy is fascinated to discover that much of Lucy's deadly reputation has been carefully manufactured. Lucy senses Amy's attraction and leans in to kiss her ? only to be interrupted by a shocked Janet. Lucy takes the two D.E.B.S. home. Janet is indignant, claiming that Amy is violating protocol, and is further troubled at learning Amy might be a lesbian. Amy blackmails her into silence. The next day, Miss Petrie meets with Amy and promotes her to squad leader, effectively replacing Max. Max is furious, but must follow Amy as they respond to a bank heist orchestrated by Lucy. At the bank, Amy and Max bicker over the best approach to rescuing the hostages and capturing Lucy, who, despite Scud's disapproval, has committed the crime solely for an opportunity to see Amy again. Amy rushes blindly forward and the squad gets trapped inside a vault. A chute opens under Amy's feet; she falls out of the vault, leaving the other three behind. Amy arrives in the bank's basement, where Lucy is waiting for her. They kiss, and Lucy asks Amy to come with her. The D.E.B.S. arrive in the basement to find Lucy's callsign, diamonds, Amy's tie, and a note spray-painted on the wall reading "I have the girl." They assume Amy has been kidnapped, though Janet seems to know exactly what has happened. Miss Petrie organizes a nationwide manhunt to find Amy. Janet desperately tried to keep Amy apprised of the situation, but Amy never hears any of Janet's phone messages. Amy shares her art school dream with Lucy, who suggests running off to Barcelona together, where Amy can attend art school and Lucy will rent sailboats to tourists. Lucy and Amy are seen by a jealous Ninotchka, who anonymously tips Max to their location. They catch the two women in bed just as they are about to make love. Max storms out in disgust, followed by Dominique, Bobby and Janet. Lucy tries to reassure Amy that everything will be fine, but Amy knows that it won't. Mortified, Amy returns to the D.E.B.S and attempts to explain herself. Miss Petrie is ready to exile her, but Max steps in with an alternative to save Amy's reputation and thus prevent the D.E.B.S from looking foolish. Tearfully, Amy agrees to comply. Meanwhile, Lucy does everything she can to win Amy back, returning all the money she has ever stolen. Finally, she and Scud, by now supportive of Lucy's devotion to Amy, plan to crash the D.E.B.S. year-end dance, Endgame, where Amy is to be made D.E.B. of the year. Lucy fights her way to the auditorium, where she is just in time to hear Amy publicly condemn her. She is saddened, but catches Amy's eye and smiles hopefully. Amy retracts her entire speech, and admits that the days she spent with Lucy were the best days of her life, before running offstage. She and Lucy find each other in a storage room very like the one in which they first met, and they share another long-awaited kiss. Max and the squad catch up to them, but Max has by this time reconciled herself with the fact that her best friend is in love. She lets them go and misdirects Bobby and the security squad so that Amy and Lucy can make their escape. Scud then starts to ask something of Janet, who agrees before he has even finished speaking. Lucy and Amy drive off together into the night, with Amy's head resting on Lucy's shoulder and Lucy's arm wrapped around Amy as they both smile lovingly at each other.

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