When Adam Sorenson (Paul Rudd), an English Literature major at Mercy College, a fictitious Midwestern college, meets Evelyn Ann Thompson (Rachel Weisz), an attractive graduate art student, at the local museum where he works, his life takes an unexpected turn. Never having had success with women, he is flattered when Evelyn shows an interest in him and, at Evelyn's suggestion, begins a regular exercise regimen, eats healthier foods, dresses more stylishly, acts more confident and dominant, as well as purchases contact lenses. These initial changes regarding Adam's physical appearance are well received by Adam's friend, Phillip (Frederick Weller), and Phillip's girlfriend, Jenny (Gretchen Mol). Later however, Evelyn cajoles Adam into undergoing plastic surgery and succeeds in persuading him to cut himself off from Phillip and Jenny. It seems all Evelyn wants Adam to do is change everything about himself into what is more conventionally acceptable.
In the penultimate scene, Adam learns that he has been part of Evelyn's MFA thesis project, a topic often touched on in conversation throughout the film but never fully explained. Evelyn relates that she had been instructed to "change the world" by her graduate adviser, but that she has chosen to change "someone's world", her academic work ultimately consisting of "sculpting" Adam into a more attractive human being. She presents Adam before an audience of students and faculty as her creation. Accordingly, none of the feelings she has shown him throughout the film are genuine; at no stage in their "relationship" does she fall in love with him; her videotaping of their lovemaking is just a part of the project's documentation. In fact, she announces before a live audience at her gallery opening that she is not going to marry him and the engagement ring he offers her is simply one of the exhibits of her art installation, the "capper to my time at Mercy."
Publicly humiliated and devastated, Adam confronts Evelyn, demanding an explanation for her actions. She responds by saying that he should in fact be grateful to her, claiming that, objectively speaking, she has been a positive influence on his life, making him a more attractive and interesting person in the eyes of society.
In the final moments of the film, Adam stands alone, surrounded by the remnants of his life before and after Evelyn.
