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Male supermodel Derek Zoolander is on his way down after three years of continuously winning the “Male Model of the Year” award. When he is beaten by the hot newcomer Hansel, Derek starts searching for a new meaning in his life. Just then fashion czar Mugatu offers Derek a comeback in his new “Derelicte”-line. What nobody suspected is that Mugatu plans to assassinate the new Malaysian Prime Minister on his visit to New York, so that cheap child labor is still available for Mugatu’s fashion producing. By brainwashing Zoolander, Mugatu and his evil associate Katinka create a dumb and willing killer to do the job. Only in Time Magazine journalist Matilda suspicion arises slowly, and she tries to stop Derek.

Following the theft of a highly-secured piece of artwork, an agent convinces her insurance agency employers to allow her to wriggle into the company of an aging but active master thief. Connery’s burglar takes her on suspiciously and demands rigorous training before their first job together—stealing a highly-valued mask from a chichi party. Their deepening attraction and distrust could tear apart their partnership but the promise of a bigger prize (some eight billion odd dollars) by Zeta-Jones keeps the game interesting. Only, who’s playing with whom?