She's All That

Zackary 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 crude reality TV star from The Real World, Brock Hudson (Matthew Lillard), whom she met on Spring Break in Florida. Zack consoles himself, 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. Dean chooses Laney Boggs (Rachael Leigh Cook), a dorky, solitary, unpopular art student.

Zack attempts to befriend Laney, but fails utterly, as she pointedly ignores his advances and walks away. Zack's sister Mac (Anna Paquin) encourages him to try again, and make a proper effort to get to learn what Laney is interested in and cares about. Zack approaches Laney again at her workplace and with the help of Laney's childhood friend, Jesse Jackson (Elden Henson) convinces her to give him a chance. Laney takes him to a small theater lounge where she will be performing. Intending to deter him, Laney has Zack called on stage to perform. 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. Dean unexpectedly shows up with the popular crowd, and Laney gets a chance to know them all. Preston (Dulé Hill) invites them to a party at his house that night. Laney pretends to be busy but Zack persuades her go, and enlists his sister to give her a makeover, transforming her and revealing her true beauty. At Preston's, Taylor is embarrassed by Brock and jealous of Laney, whom she publicly humiliates and brings to tears. Outside Zack consoles Laney, telling her that by opening up to people there will be some bad with the good.

Newly popular, Laney is surprised to be nominated for Prom Queen and competes with Taylor for the crown. Zack and Laney begin to genuinely fall for each other; Taylor is humiliated when Brock ends their relationship, as he is leaving for Road Rules: All Stars. Dean begins to show an interest in Laney, aggravating Zack. Dean tries to invite Laney to prom, but she refuses. After falling out with Zack, Dean deliberately tells Laney about the bet and she forces a confession from Zack in public. Humiliated, Laney refuses to see Zack again.

Unable to reconcile with Laney, Zack takes his sister to the prom, 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 after 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. In the bathroom Dean boasts that he is succeeding in seducing Laney and has rented a hotel room with the intention of having sex with her. Jesse overhears, and tries to tell Mac and they rush to warn Zack. Taylor is crowned Prom Queen with just over half the votes. Laney is magnanimous, as she believes the right person won, and leaves the prom with Dean. Zack attempts to intervene but is too late and loses track of them.

Laney returns home, to find her father and Simon waiting up for her, and Zack is there waiting too. 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 and the two officially become a couple. 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 they dance and kiss, Laney asks Zack about the bet, and Zack responds that he will honor the terms.

At the graduation ceremony, it is revealed that Zack must appear nude on stage. Zack is wearing only a graduation cap and strategically carrying a soccer ball to cover himself. Zack takes the stage; Laney catches the soccer ball and reacts with a smile as the students applaud.

The film had an impressive ensemble cast of up-and-coming actors, including Kieran Culkin, Oscar winner Anna Paquin, musician Usher Raymond, Gabrielle Union in her film debut, Dulé Hill and Lil' Kim. Jodi Lynn O'Keefe was known for Nash Bridges but this was only her second film role.[6] Producer Richard N. Gladstein puts it, "There were other films that you could've seen them in, but they weren't usually the leads in those films."[5] According to Robert Iscove Harvey Weinstein was very involved in script development and very involved in casting, and was able to get great actors in very small parts, as a personal favor.[7]

Kevin Pollak said he signed up for the movie in part because he was impressed with Freddie Prinze, Jr., in The House of Yes a few years earlier and was interested to work with him.[8][7]

Jodi Lyn O'Keefe described her character as being completely unlike her: "Literally everything that character did was something I would never do. I mean, just every single thing. There wasn't a single moment where I was like, I can relate to that, personally."[9]

R. Lee Fleming, Jr. is officially credited as the sole screenwriter for the film. In a 2002 interview, M. Night Shyamalan stated 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.[10]

In 2013, Shyamalan claimed that, rather than simply polishing Fleming's original script, he actually ghost-wrote the film.[11] This was disputed by someone who claimed to be Fleming,[12] in a message on Twitter that has since been deleted.[13]

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 contributed to the script: Fleming 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.[14][15] Producer Richard N. Gladstein said that the script "was pretty much done" already, but that Shyamalan's changes "helped enormously with the relationship with Kevin Pollak [who played Laney's father, Wayne]".[5] Iscove attributed the performance art piece and the hacky sack sequence to Shyamalan.[7] Fleming attributed the line "Am I a fucking bet?" to Shyamalan.[16] Fleming included various pop culture references in his script: Laney Boggs was named after two characters played by Winona Ryder, Kim Boggs from Edward Scissorhands and Laney Pierce from Reality Bites;[7] the characters Zack and Taylor were named after two of the three members of the band Hanson.[7] Pollak constantly guessing Jeopardy answers incorrectly is a running joke, which he previously did in the 1997 film Truth or Consequences, N.M.. The idea was in Fleming's script but Pollak expanded and improvised his answers.[7]

Director Robert Iscove was influenced by the movies of John Hughes, and was trying do something different for the '90s generation that would still resonate. He stressed the importance of the story having a heart, how Zack had to be worthy of Laney, and Laney had to understand she had to learn to be more open.[17] The story was rewritten to better fit Prinze Jr. and make Zack more sympathetic and have his own challenges.[4] Iscove was well aware that it was implausible to suggest Cook was ugly, but that it was standard practice in Hollywood to cast the beautiful girl, and that it requires the audience to suspend their disbelief: "You either go along with it or you don't go along with it." He compared it to the transformation of Clark Kent into Superman. Noting that a real transformation would be impractical, he said it was more about finding an actor who had the range to give the necessary performance.[4]

Filming took place in various California locations.[18] The highschool scenes were shot at Torrance High School, where Buffy the Vampire Slayer and Beverly Hills, 90210 had previously filmed.[7][19]

Iscove was also a choreographer and wanted to expand and embellish the prom scenes, but also show the Weinsteins how musical numbers could work in films. The dance scene was choreographed by Adam Shankman, who was asked to by his sister Jennifer Gibgot who was co-producer on the film. Shankman was assisted by Anne Fletcher. Shankman was concerned about the scene and "that, tonally, it wouldn’t match into the rest of the movie" but was Iscove committed to the idea it was up to him to make it fit. Test audiences didn't understand why the dance scene was happening so Bob Weinstein asked for a reshoot with Usher to link the scene.[17] Shankman also worked with Matthew Lillard on his dance scenes.[7][17]

Costume designer Denise Wingate said "We had no budget so we had to be really creative—everything in that prom scene was white, black, and gold, and we got it all from the Salvation Army and just completely reworked it." Wingate majored in psychology, and tried to explore the characters asking "why would a character wear something?" and concluded that after the death of her mother Laney wore clothes like armor, but also wanted to express herself as an artist, so ended up with vintage clothes, overalls, aprons, and various quirky tshirts. The Falafel restaurant hat was created at short notice with item picked up from Michaels craft store. Laney's transformation was reflected in her clothes, and the red dress demonstrated "a bold statement of her dressing in a color that was so different than anything we’d seen her in before."[20] Leigh-Cook recalled "feeling really self-conscious in the scene where I have to come down the stairs in the red dress". There were only two version of the red dress, a stunt double dress reserved for the scene where Laney had to fall down in the driveway, and a second smaller dress, which left her holding her breath trying to get through the scene quickly.[21][22]

The song "Kiss Me" as was used as the main theme song. The film's box office success helped "Kiss Me" to gain widespread mainstream attention and chart success. "Kiss Me" climbed to No. 2 on Billboard's Hot 100 list, and stayed in the Top 10 for 16 straight weeks.

The film was released in Italy with the title "Kiss Me".[17][7][4]

In September 2020, a gender swapped remake of the film was announced and will be titled He's All That, with Mark Waters to direct, original screenwriter R. Lee Fleming Jr. returned to write and Addison Rae to star.[35][36] Tanner Buchanan has also been cast, along with Myra Molloy, Madison Pettis, Peyton Meyer, Isabella Crovetti, and Annie Jacob.[37][38]

In December 2020, Rachael Leigh Cook joined the cast to portray Rae's character's mother. It has been confirmed that Cook's character is not related to her original character.[39][40]

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• She's All That at Box Office Mojo