She's All That is a 1999 American teen romantic comedy film directed by Robert Iscove and starring Freddie Prinze Jr., Rachael Leigh Cook, Paul Walker and Matthew Lillard. It is a modern adaptation of George Bernard Shaw's play Pygmalion and George Cukor's 1964 film My Fair Lady. It was one of the most popular teen films of the 1990s and reached No. 1 at the box office in its first week of release.[2] In April 2015, it was announced that the film will be remade by The Weinstein Company.[3]


Zack Siler (Freddie Prinze Jr.) is the big man on campus at his Southern California high school. His popular and narcissistic girlfriend, Taylor Vaughan (Jodi Lyn O'Keefe), ditches him for a faded reality TV star from The Real World, Brock Hudson (Matthew Lillard), whom she met on Spring Break in Florida. Although bitter over the break-up, Zack consoles himself by claiming that Taylor is replaceable by any girl in the school. Zack's friend, Dean Sampson, Jr. (Paul Walker), disagrees and challenges him to a bet on whether Zack can turn any random girl into the Prom Queen within six weeks, a coveted position held by the most popular girl in school. Dean picks out Laney Boggs (Rachael Leigh Cook), a dorky, solitary, unpopular art student, as his choice for Zack.

Zack approaches and attempts to befriend Laney in the hope of subsequently transforming her into prom queen material. His first encounter with her is a complete failure, when she pointedly ignores his advance and walks away from him. With help from Laney's friend, Jesse Jackson (Elden Henson), Zack eventually is successful in getting Laney to take him to a theater lounge frequented by artists and performers. Intending to deter him, Laney arranges for Zack to be called onto the stage and perform to his surprise. Zack manages to improvise a show with the Hacky Sack he happens to carry in his pocket. Laney is impressed by the performance, but rejects him again after he attempts to charm her.

Zack befriends her brother, Simon (Kieran Culkin), and in an attempt to stop this, Laney agrees to go to the beach with him once. She starts to make friends in the popular crowd as they get a chance to know her. Zack then successfully persuades her to attend a party at Preston's (Dulé Hill) house the same night, and he employs his sister Mac (Anna Paquin) to give her a makeover, transforming her into a stunning beauty. Laney's attendance at Preston's party sparks jealousy in Taylor, who then humiliates Laney, but Laney is consoled by Zack, who has by now developed a true affection for her.

As a result of her new appearance and Zack's interest, Laney is nominated for Prom Queen and begins an uneasy battle with Taylor for the crown. Taylor faces humiliation of her own when Brock informs her their relationship is over, and that he only used her to increase his own popularity (which proves successful with the producers of MTV offering him his own show). In the meantime, Dean begins to show an interest in Laney as her popularity begins to soar and Zack's victory becomes more imminent. Dean tries to invite Laney as his prom partner in an attempt to ruin Zack's attempt to boost Laney's winning chance with his own popularity, but Laney refuses. After falling out with Zack, Dean deliberately tells Laney about the bet and she forces a confession from Zack in public. Feeling objectified and betrayed, Laney refuses to see Zack again.

Unable to reconcile with Laney, Zack ends up attending the prom with his sister, while Taylor arrives alone, thinking that Zack is still interested in her despite his refusal of her advances. A disheartened Laney reluctantly dresses up after some persuasion from her father Wayne (Kevin Pollak) and goes to the dance with Dean when he shows up at her house in a tuxedo to invite her again to be his prom date.

At the prom, after a dance scene presided over by the school's resident DJ (Usher Raymond), Mac meets Jesse and they become friends. Dean boasts to Preston and others in the bathroom that he is succeeding in seducing Laney and has rented a hotel room with intention of having sex with her. Jesse overhears this, in a stall, and warns Mac and Zack. Taylor is then crowned Prom Queen with just over half the votes; she begins a long berating speech which is interrupted by the microphone being turned off by a teacher. By now, the students have seen Taylor for who she is, thanks to Mac revealing her actions against Laney and her involvement with Dean to sabotage Zack. As a result, Taylor is further humiliated when she loses her popularity and her friends. Laney leaves the prom with Dean, while Zack attempts to intervene but loses track of them.

When Laney returns to her home, Zack is there waiting for her, along with her father and Simon who are waiting up for her. Laney explains how she fought off Dean's advances by deafening him with an air horn. Zack confesses his true feelings to Laney, and asks for forgiveness as well as the chance to further their relationship, which she grants. Laney tells Zack that she is considering art school after graduation, and Zack jokingly tells her that she has inspired him to pursue a career in performance art. After their first dance and kiss, Laney asks Zack about his bet with Dean (which is now lost), and Zack responds that he will gracefully honor the terms.

At the graduation ceremony, the terms of the bet are revealed, Zack must appear nude on stage because he lost. After his name is called, Zack heads to the stage wearing only a graduation cap and strategically carrying a soccer ball. In the final shot he is not visible, but we see Laney with the soccer ball being thrown to her and the rest of the students reacting to Zack no longer having it for cover.



Track no.TitleWriter and music composerPerformed byPublished byPublishing byCourtesy (TM/C)
01.ProphecyCinjun Tate (as August Cinjun Tate), Shelby Tate, Cedric Lemoyne, Jeffrey Cain Thompson, Gregory SlayRemy ZeroWarner-Tamerlane Publishing Corp. (BMI)Chloroform MusicGeffen Records, Inc., License from Universal Music Special Markets
02.Baby Got GoingLiz Phair & Scott LittLiz PhairSony/ATV Tunes LLC and Civil War Days Music/Resonant Frequency Music (ASCAP)Matador/Capitol Records
03.Be (as Pineda), (as Adams), Stahl, GoldbergThe Black Eyed Peas (as Black Eyed Peas)Jeepney Music Publishing (BMI), (BMI), PolyGram International Publishing, Inc. (ASCAP)Interscope Records, License from Universal Music Special Markets
04.Blacktop BeatLucas MacFadden (as Lucas Macfadden)Jurassic 5Upper Cut Music (ASCAP)RBI Records
05.Up To UsAllrighseAllrighseAllrighse Music, I Like 'Em Thicke Music (ASCAP)RBI Records
06.WandererJ. Ralph (as Joshua "Spy" Ralph)SpyEMI April Music Inc., Sugar Bear Deluxe Music (ASCAP)Warner Special ProductsLava/Atlantic Recordings Corp.
07.SugarJo Lloyd (as Lloyd), James Wright (as Wright), David Magee (as Magee)Stretch PrincessRenfield Music (ASCAP)Wind-up Records
08.Kiss MeMatt SlocumSixpence None The RicherMy So-Called Music / Squint Songs (ASCAP)Squint Entertainment / Columbia Records
09.Test The TheoryRobin File, Sean McCann, Martin Merchant & Robert MaxfieldAudiowebChrysalis Music (ASCAP)Universal Film & TV MusicMother Records
10.GorgeousKat GreenGirl Next DoorRipley's Monster, Hambone Suitcase (BMI)Ripley Recordings
11.Ooh La LaTheo KeatingThe WiseguysPRSPRSWall Of Sound
12.Give It To Me BabyRick JamesRick JamesJobete Music Co., Inc.EMI April Music Inc. (ASCAP) & Universal Film & TV MusicMotown Record Company L.P.
13.Shuck & JiveJohn DavisSuperdragWarner-Tamerlane Publishing Corp. & Flame On Music (BMI)Warner Special ProductsElektra Entertainment Group
14.Hanging OnEmily Gerber and Carlos CalvoEmily & CarlosTime Jump Music (ASCAP)OK Management Company
15.66Greg DulliThe Afghan WhigsWarner-Tamerlane Publishing Corp. & Kali Nichta Music (BMI)Sony Music LicensingColumbia Records
16.Nonstop OperationMC Tunes (as N. Lockett), S. Hickling, S. Jones, M. Lawrence, G. Gasper, P. BillingtonThe Dust Junkys (as Dust Junkys)PolyGram International Publishing, Inc. (ASCAP)Universal Film & TV MusicPolydor Limited
17.BelieveGoldieGoldieWarner, Chappell Music LTD. (PRS)WB Music Corp. (ASCAP) & Universal Film & TV MusicLondon Records 90 Limited
18.The Rockafeller SkankFatboy Slim (as Norman Cook), Terry Winford, John BarryFatboy SlimPolyGram Music Publishing, Ltd., MCA, Glenwood Music Corp. & EMI Robbins (ASCAP)Astralwerks



R. Lee Fleming, Jr. is officially credited as the sole screenwriter for the film, and in a 2002 interview, M. Night Shyamalan confirmed that he polished the screenplay while adapting Stuart Little and writing a spec script for The Sixth Sense. This was also confirmed in the film's audio commentary by director Robert Iscove.[4]

In 2013, Shyamalan claimed that instead of polishing Fleming, Jr.'s original script, he actually ghost-wrote the film.[5] This was disputed by someone who claimed to be Fleming, Jr.[6] in a message on Twitter that has since been deleted.[8]

On June 17, 2013, Jack Lechner (who served as Miramax's head of development in the late 1990s) confirmed that technically both Shyamalan and Fleming, Jr. contributed to the script: Fleming, Jr. wrote the initial script that Miramax bought while Shyamalan did an uncredited rewrite (doing more than "a polish") that got the film green-lit. Lechner reiterated that content from both writers was included in the final cut of the film.[9][10]


Critical response

The film has received mixed reviews from different critics. Although Rotten Tomatoes gives the film a score of 38% based on reviews from 58 critics, with the sites consensus: "Despite its charming young leads, She's All That can't overcome its predictable, inconsistently funny script."

The film won eight awards, and was nominated for five others. The individual critics were also mixed. The film was the last to be reviewed by Gene Siskel before his death in 1999, who gave a favorable review and wrote that "Rachael Leigh Cook, as Laney, the plain Jane object of the makeover, is forced to demonstrate the biggest emotional range as a character, and she is equal to the assignment."[11]

Box office

Generally regarded as a "feel-good movie", the film was a sleeper hit and reached No. 1 at the box office in the first week of its release in theaters, grossing $16,065,430 over the Super Bowl opening weekend.[2] It earned $63,366,989 in the United States and $39,800,000 at international box offices, totaling $103,166,989 worldwide against a production budget of $10,000,000.[2]


The film won and was nominated for several awards.

1999YoungStar AwardsBest Performance by a Young Actress in a Comedy FilmRachael Leigh CookWon
Teen Choice AwardsChoice Movie ActorFreddie Prinze, Jr.Won
Choice Movie: Love SceneFreddie Prinze, Jr. & Rachael Leigh CookWon
Choice Movie: ComedyNominated
MTV Movie AwardsBest Breakthrough Female PerformanceRachael Leigh CookNominated
Best On-Screen DuoFreddie Prinze, Jr. & Rachael Leigh CookNominated
2000Young Hollywood AwardsBest Bad GirlJodi Lyn O'KeefeWon
Best SongSixpence None the Richer ("Kiss Me")Won
Kids' Choice Awards, USAFavorite Movie CoupleFreddie Prinze, Jr. & Rachael Leigh CookWon
Blockbuster Entertainment AwardsFavorite Actress – Newcomer (Internet Only)Rachael Leigh CookWon
Favorite Actor – Comedy/RomanceFreddie Prinze, Jr.Nominated
ASCAP Film and Television Music AwardsMost Performed Songs from Motion PicturesMatt Slocum ("Kiss Me")Won
ALMA AwardsOutstanding Actor in a Feature FilmFreddie Prinze, Jr.Nominated