Carly gets the shock of her life when she goes to Mark's house in the suburbs to surprise him and discovers he has a wife. Her name is Kate (LESLIE MANN), and she's the kind of woman Carly despises -- meek, dependent, house-bound, and unemployed. Kate tracks Carly back to the city, and the two end up becoming friends as each one senses they can draw strength from the other due to their differences. The two then really bond when they discover that Mark has been cheating on both of them with the young, gorgeous Amber (KATE UPTON).

Before long, Carly and Kate have recruited Amber, and the three together hatch an elaborate revenge plot against Mark after they learn he has captained some shady business deals offshore. Lending moral support along the way is Kate's hunky contractor brother, Phil (TAYLOR KINNEY), and Carly's five-times-divorced dad, Frank (DON JOHNSON).

At the same, I think if you are a hard-core feminist, I think you are going to bristle at this film and not like it so much. It doesn't exactly paint women in the best light. The flick seems to say, "Hey, guys have had their sex farces and gross-out films for years. It's the ladies' turn!" So, the three female leads bond over being mutually cheated on by the same man. They pound back the wine and liquor and can only move on after they have sufficient exacted revenge on the lunkhead by spiking his morning shakes with estrogen, spiking his evening whiskey with a powerful laxative, replacing his shampoo with hair removal cream, and ... oh ... robbing him of hundreds of thousands of dollars he has illegally funneled into dummy companies registered in the Bahamas.

Cameron Diaz stars as Carly, a Type A Manhattan lawyer who discovers the Mr. Right (Nikolaj Coster-Waldau) she has been dating has really been Mr. I'm Actually Married. She ends up bonding with the man's chatty, but meek wife Kate (Leslie Mann). They then end up bonding with the man's OTHER mistress, the gorgeous twenty-something Amber (Kate Upton) to bring him down.

Directed by Nick Cassavetes, the film comes close to earning a passing grade mainly because Mann and Diaz are quite good together. Mann sheds the shrill, henpecking wife character she played in "Knocked Up" and "This Is 40" to play a truly nutty woman who gets nuttier and nuttier the more wine she consumes and the closer she gets to realizing her marriage is over and she's on her own. Diaz, meanwhile, finds a few new notes to play in the clichéd character of an ice queen in need of thawing. As for Upton, the part pretty much calls for her breasts to bounce as much as possible in each scene she is in. Thankfully, she comes in well past the one-hour mark of this film and isn't given enough to bust up the chemistry Mann and Diaz have worked so hard to build up at that point.

But therein lies the problem. The screenplay by Melissa Stach drags. It takes way too long getting these three in place together and poised to attack. And it takes way, WAY too long to get to the revenge plot against the Cheating #%$@^% Man character. Their initial plan of attack includes such sophomoric pranks as lacing his whiskey with a laxative, replacing his shampoo with hair removal cream, and lacing his breakfast shakes with estrogen to make him more emotional and even sprout breasts.

In the end, I just wish the film had been funnier and more inviting to all who might be looking for a worthy "Bridesmaids" follow-up. It also needed a tighter screenplay. Consequently, this man rates it no better than a 4.5 out of 10. (T. Durgin)