She 's All that - wikipedia She 's All that This article 's lead section does not adequately summarize key points of its contents. Please consider expanding the lead to provide an accessible overview of all important aspects of the article. Please discuss this issue on the article 's talk page. ( September 2017 ) She 's All That Theatrical release poster Directed by Robert Iscove Produced by Peter Abrams Richard N. Gladstein Robert L. Levy Written by R. Lee Fleming, Jr. M. Night Shyamalan ( uncredited ) Starring Freddie Prinze Jr. Rachael Leigh Cook Matthew Lillard Paul Walker Jodi Lyn O'Keefe Kevin Pollak Kieran Culkin Elden Henson Usher Raymond Kimberly `` Lil ' Kim '' Jones Anna Paquin Music by Stewart Copeland Cinematography Francis Kenny Edited by Casey O. Rohrs Production company FilmColony Distributed by Miramax Films Release date January 29, 1999 ( 1999 - 01 - 29 ) Running time 97 minutes Country United States Language English Budget $10 million Box office $103,166,989 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. In April 2015, it was announced that the film will be remade by The Weinstein Company. Contents 1 Plot 2 Cast 3 Soundtracks 4 Production 4.1 Writing 5 Reception 5.1 Critical response 5.2 Box office 5.3 Accolades 6 References 7 External links Plot 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. Cast Freddie Prinze, Jr. as Zachary `` Zack '' Siler Rachael Leigh Cook as Laney Boggs Paul Walker as Dean Sampson, Jr. Matthew Lillard as Brock Hudson Jodi Lyn O'Keefe as Taylor Vaughan Kevin Pollak as Wayne Boggs Usher Raymond as Campus DJ Kimberly `` Lil ' Kim '' Jones as Alex Chason Sawyer Anna Paquin as Mackenzie `` Mac '' Siler Kieran Culkin as Simon Boggs Elden Henson as Jesse Jackson Sarah Michelle Gellar as Girl in Cafeteria ( uncredited ) Gabrielle Union as Katarina `` Katie '' Darlingson Dulé Hill as Preston Tamara Mello as Chandler Clea DuVall as Misty Tim Matheson as Harlan Siler Alexis Arquette as Mitch Chris Owen as Derek Funkhouser Rutley Vanessa Lee Chester as Melissa 's Friend Milo Ventimiglia as Soccer Player Takbir Bashir as Rapper Brandon Mychal Smith as JV Cleaning Boy Flex Alexander as Kadeem Debbi Morgan as Laney 's Art Teacher Carlos Jacott as Prom Photographer Michael Milhoan as Principal Stickley Patricia Charbonneau as Lois Siler Katharine Towne as Savannah Soundtracks Track No. Title Writer and Music Composer Performed By Published By Publishing By Courtesy ( TM / C ) 01. Prophecy Cinjun Tate ( as August Cinjun Tate ), Shelby Tate, Cedric Lemoyne, Jeffrey Cain Thompson, Gregory Slay Remy Zero Warner - Tamerlane Publishing Corp. ( BMI ) Chloroform Music Geffen Records, Inc., License from Universal Music Special Markets 02. Baby Got Going Liz Phair & Scott Litt Liz Phair Sony / ATV Tunes LLC and Civil War Days Music / Resonant Frequency Music ( ASCAP ) Matador / Capitol Records 03. Be Free Apl. de. Ap ( as Pineda ), Will.i.am ( as Adams ), Stahl, Goldberg The Black Eyed Peas ( as Black Eyed Peas ) Jeepney Music Publishing ( BMI ), will. i. am. music ( BMI ), PolyGram International Publishing, Inc. ( ASCAP ) Interscope Records, License from Universal Music Special Markets 04. Blacktop Beat Lucas MacFadden ( as Lucas Macfadden ) Jurassic 5 Upper Cut Music ( ASCAP ) RBI Records 05. Up To Us Allrighse Allrighse Allrighse Music, I Like ' Em Thicke Music ( ASCAP ) RBI Records 06. Wanderer J. Ralph ( as Joshua `` Spy '' Ralph ) Spy EMI April Music Inc., Sugar Bear Deluxe Music ( ASCAP ) Warner Special Products Lava / Atlantic Recordings Corp. 07. Sugar Jo Lloyd ( as Lloyd ), James Wright ( as Wright ), David Magee ( as Magee ) Stretch Princess Renfield Music ( ASCAP ) Wind - up Records 08. Kiss Me Matt Slocum Sixpence None The Richer My So - Called Music / Squint Songs ( ASCAP ) Squint Entertainment / Columbia Records 09. Test The Theory Robin File, Sean McCann, Martin Merchant & Robert Maxfield Audioweb Chrysalis Music ( ASCAP ) Universal Film & TV Music Mother Records 10. Gorgeous Kat Green Girl Next Door Ripley 's Monster, Hambone Suitcase ( BMI ) Ripley Recordings 11. Ooh La La Theo Keating The Wiseguys PRS PRS Wall Of Sound 12. Give It To Me Baby Rick James Rick James Jobete Music Co., Inc. EMI April Music Inc. ( ASCAP ) & Universal Film & TV Music Motown Record Company L.P. 13. Shuck & Jive John Davis Superdrag Warner - Tamerlane Publishing Corp. & Flame On Music ( BMI ) Warner Special Products Elektra Entertainment Group 14. Hanging On Emily Gerber and Carlos Calvo Emily & Carlos Time Jump Music ( ASCAP ) OK Management Company 15. 66 Greg Dulli The Afghan Whigs Warner - Tamerlane Publishing Corp. & Kali Nichta Music ( BMI ) Sony Music Licensing Columbia Records 16. Nonstop Operation MC Tunes ( as N. Lockett ), S. Hickling, S. Jones, M. Lawrence, G. Gasper, P. Billington The Dust Junkys ( as Dust Junkys ) PolyGram International Publishing, Inc. ( ASCAP ) Universal Film & TV Music Polydor Limited 17. Believe Goldie Goldie Warner, Chappell Music LTD. ( PRS ) WB Music Corp. ( ASCAP ) & Universal Film & TV Music London Records 90 Limited 18. The Rockafeller Skank Fatboy Slim ( as Norman Cook ), Terry Winford, John Barry Fatboy Slim PolyGram Music Publishing, Ltd., MCA, Glenwood Music Corp. & EMI Robbins ( ASCAP ) Astralwerks Production Writing 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. In 2013, Shyamalan claimed that instead of polishing Fleming, Jr. 's original script, he actually ghost - wrote the film. This was disputed by someone who claimed to be Fleming, Jr. in a message on Twitter that has since been deleted. 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. Reception 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 ca n't overcome its predictable, inconsistently funny script. '' The film won 8 awards, and was nominated for 5 others. The individual critics were also mixed. The film was the last to be reviewed by Gene Siskel before his death due to complications of surgery 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. ''. 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. 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. Accolades The film won and was nominated for several awards. Year Ceremony Nominee Result 1999 YoungStar Awards Best Performance by a Young Actress in a Comedy Film Rachael Leigh Cook Won Teen Choice Awards Choice Movie Actor Freddie Prinze, Jr. Won Choice Movie : Love Scene Freddie Prinze, Jr. & Rachael Leigh Cook Won Choice Movie : Comedy Nominated MTV Movie Awards Best Breakthrough Female Performance Rachael Leigh Cook Nominated Best On - Screen Duo Freddie Prinze, Jr. & Rachael Leigh Cook Nominated 2000 Young Hollywood Awards Best Bad Girl Jodi Lyn O'Keefe Won Best Song Sixpence None the Richer ( `` Kiss Me '' ) Won Kids ' Choice Awards, USA Favorite Movie Couple Freddie Prinze, Jr. & Rachael Leigh Cook Won Blockbuster Entertainment Awards Favorite Actress -- Newcomer ( Internet Only ) Rachael Leigh Cook Won Favorite Actor -- Comedy / Romance Freddie Prinze, Jr. Nominated ASCAP Film and Television Music Awards Most Performed Songs from Motion Pictures Matt Slocum ( `` Kiss Me '' ) Won ALMA Awards Outstanding Actor in a Feature Film Freddie Prinze, Jr. Nominated References ^ Jump up to : `` She 's All That ( 1999 ) ''. Box Office Mojo. IMDB. Retrieved 2011 - 06 - 12. Jump up ^ `` She 's All That Remake In The Works ''. Jump up ^ Mike Russell ( August 2002 ). `` Night 's Skies In Focus, Volume II, Number 8 ''. National Association of Theatre Owners. Retrieved 2013 - 06 - 15. Jump up ^ `` M. Night Shyamalan on How People See His Movies, Plus : What ' 90s Rom - Com Did He Secretly Write ? ''. `` Movies.com ''. Retrieved 2013 - 06 - 11. Jump up ^ Daniel Kibblesmith ( 2013 - 06 - 13 ). `` M. Night Shyamalan is a liar, says `` She 's All That '' screenwriter ``. The Daily Dot. Retrieved 2013 - 06 - 13. Jump up ^ https://twitter.com/QualityShorts/status/344558387813556224 Archived July 29, 2014, at the Wayback Machine. Jump up ^ Hillary Busis ( 2013 - 06 - 17 ). `` M. Night Shyamalan and ' She 's All That ' : Did he really write it ? PopWatch EW.com ''. Entertainment Weekly. Retrieved 2013 - 06 - 18. Jump up ^ Jack Lechner ( 2013 - 06 - 13 ). `` Comment # 933013221 on M. Night Shyamalan Probably Did Not Write She 's All That ''. The Mary Sue. Retrieved 2013 - 06 - 18. Jump up ^ `` She 's All That ''. Rotten Tomatoes. Flixster. Retrieved 2011 - 06 - 12. External links Official website She 's All That on IMDb She 's All That at Rotten Tomatoes She 's All That at Box Office Mojo Films directed by Robert Iscove Without Consent ( 1994 ) Without Warning ( 1994 ) Murder in My Mind ( 1997 ) Cinderella ( 1997 ) She 's All That ( 1999 ) Boys and Girls ( 2000 ) Firestarter : Rekindled ( 2002 ) From Justin to Kelly ( 2003 ) Three Wise Guys ( 2005 ) Love N ' Dancing ( 2009 ) Spectacular ! ( 2009 ) Whiskey Business ( 2012 ) Pygmalion by George Bernard Shaw Characters Eliza Doolittle Films Everybody 's Woman ( 1924 ) Pygmalion ( 1935 ) Hoi Polloi ( 1935 ) Pygmalion ( 1937 ) Pygmalion ( 1938 ) Half - Wits Holiday ( 1947 ) Pies and Guys ( 1958 ) My Fair Lady ( 1964 ) The Opening of Misty Beethoven ( 1976 ) Man Pasand ( 1980 ) Musical My Fair Lady ( 1956 ) Television Galatea ( 1977 ) Pygmalion ( 1983 ) Totalmente Demais ( 2015 ) See also Pygmalion ( mythology ) Amarilly of Clothes - Line Alley American Princess Ask Any Girl The First Night of Pygmalion Educating Rita Fine Manners Kitty Mighty Aphrodite Never on Sunday Ogo Bodhu Shundori Selfie She 's All That `` Someone to Watch Over Me '' Vapor Pygmalion effect ELIZA Retrieved from `` https://en.wikipedia.org/w/index.php?title=She%27s_All_That&oldid=802379997 '' Categories : 1999 films English - language films 1990s romantic comedy films American coming - of - age films American romantic comedy films American films American teen comedy films 1990s teen films Film scores by Stewart Copeland Proms in films Screenplays by M. Night Shyamalan Hidden categories : Webarchive template wayback links Wikipedia introduction cleanup from September 2017 All pages needing cleanup Articles covered by WikiProject Wikify from September 2017 All articles covered by WikiProject Wikify All articles with links needing disambiguation Articles with links needing disambiguation from February 2017 Talk Contents About Wikipedia Wikiquote Dansk Deutsch Español فارسی Français 한국어 Հայերեն Italiano Magyar Nederlands 日本 語 Norsk Polski Português Русский Српски / srpski Svenska Edit links This page was last edited on 25 September 2017, at 20 : 20. Text is available under the Creative Commons Attribution - ShareAlike License ; additional terms may apply. By using this site, you agree to the Terms of Use and Privacy Policy. Wikipedia ® is a registered trademark of the Wikimedia Foundation, Inc., a non-profit organization. About Wikipedia

Question: where does she's all that take place
Answer: Southern California high school