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

Plot
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Zack and Douglas Siler (Freddie Prinze Jr. and Matthew Lillard) are two of the most popular people at their Southern California highschool. Zack's girlfriend, beautiful Taylor Vaughan (Jodi Lyn O'Keefe), who is also very popular, breaks up with him so she can instead be with Brock Hudson (Owen Wilson), who is famous after being on a reality television show. Zack is sad but tells himself, he could make any girl in the school popular by making her his girlfriend. Zack and Douglas's friend, Dean Sampson, Jr. (Paul Walker), does not believe him and makes Zack bet that he can turn any random girl into the Prom Queen within six weeks, and Douglas's childhood friend Donald Hamilton (Richard Hammond) believed that Zack could turn any random girl into the Prom Queen within six weeks. But Dean chooses Laney Boggs (Rachael Leigh Cook), an unpopular art student, who prefers to spend time by herself.

Zack and Douglas tries to make friends with with Laney, but she ignores them and walks away. Zack and Douglas's sister Mac (Anna Paquin) tells them to try again, but to learn what Laney is interested in and cares about. Zack and Douglas go to the restaurant where Laney works, and with the help of Laney's friend, Jesse Jackson (Elden Henson) gets her to give them a chance. Laney takes them to a small theater where she will be performing in a drama show. To embarrass him, Laney has Zack and Douglas called on stage to perform. Zack manages to make up a performance, telling a story while kicking a Hacky Sack which he happens to carry in his pocket, while Douglas plays guitar while plays harmonica at the same time. Laney is impressed, but rejects them again after he tries to charm her.

Zack, Douglas and Donald make friends with her brother, Simon (Kieran Culkin), to be close to her. To get Zack and Douglas to stop Laney agrees to go to the beach with him and Douglas once. Dean and the other popular students also show up at the beach, and Laney gets a chance to know them better. After, Preston (Dulé Hill) invites them to a party at his house that night. Laney pretends to be busy but Zack and Douglas persuade her go, and gets their sister to give Laney a makeover, changing her look and showing her true beauty. At the party Taylor is embarrassed by Brock and jealous of Laney, and says mean things to Laney until she runs away and cries. Zack and Douglas talk to 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. Taylor has also been nominated. Zack and Laney begin to fall in love for real. Taylor is upset when her new boyfriend Brock breaks up with her, as he is leaving to be on another television show. Dean begins to show an interest in Laney, to annoy Zack and Douglas and make it more difficult for Zack and Douglas to win the bet. Dean tries to invite Laney to prom, but she says no. After arguing with Zack and Douglas, Dean tells Laney about the bet. She make Zack and Douglas admit that it was a bet in front of the other students. Angry and upset, Laney refuses to see Zack again.

Laney will not talk with Zack so he takes his sister to the prom, while Douglas took Bonnie to the prom and Donald took Mindy to the prom. Taylor arrives alone, and thinks Zack will be her boyfriend again. Laney does not want to go to prom but her father Wayne (Kevin Pollak) encourages her to go after Dean shows up at her house in a tuxedo and again invites to be his prom date.

At the prom the school's DJ (Usher Raymond), organizes a big dance. Mac meets Jesse and they become friends. In the bathroom Dean boasts that he has booked a hotel room and will take Laney there to have sex. Jesse overhears, and tries to tell Mac and they also warn Zack, Douglas and Donald. Zack is voted prom king, and Taylor wins Prom Queen with 56% the votes. Even though the results were close, Laney is not upset, and she leaves the prom with Dean. Zack, Douglas and Donald try to follow but is too slow and lose them.

When Laney goes home she finds, her family and Zack, Douglas and Donald waiting for her. Laney tells them she said no to Dean, and used a very loud air horn to get him to stop. Zack confesses his love to Laney, and asks her to forgive him and Douglas and give them another chance. She agrees and they dance and kiss. Laney asks Zack about the bet, and Zack says he lost and will honor the terms of the bet but does not say more.

At the graduation ceremony, Zack is nude, wearing only a graduation cap and carrying a soccer ball to cover himself, while Douglas is wearing a James Bond tuxedo and a graduation cap and robe, and Donald is wearing a leather jacket and blue jeans and a graduation cap and robe. Zack goes on stage, and throws the ball to Laney, who catches it and as the students clap loudly she smiles.

Cast
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* Freddie Prinze, Jr. as Zachary "Zack" Siler
* Matthew Lillard as Douglas Siler
* Rachael Leigh Cook as Laney Boggs
* Richard Hammond as Donald Hamilton
* Paul Walker as Dean Sampson, Jr.
* Owen Wilson 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
* 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

Making the movie
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R. Lee Fleming, Jr. is credited as the only screenwriter for the movie. M. Night Shyamalan also rewrote the movie script, but was not credited. Fleming said Shyamalan wrote the line "Am I a fucking bet?".

Director Robert Iscove wanted his movie to be like the old movies of John Hughes, but different and for the teenagers of the 1990s. 
He knew that Cook was not ugly and that audiences would have to accept the idea and pretend: "You either go along with it or you don't go along with it." He compared it to how Clark Kent changes into Superman. Instead of making a real change from ugly to pretty, he said it was more important to find an actress who could show the different changes in her personality and feelings.

Filming took place in various places in California. The highschool scenes were shot at Torrance High School, where Buffy the Vampire Slayer and Beverly Hills, 90210 had also filmed.

Iscove was also a choreographer before he was a director and wanted to include dancing in the movie. He wanted show his bosses the Weinsteins, that musical numbers could work in modern movies. The dance scene was choreographed by Adam Shankman, who later become known as a judge on the television series So You Think You Can Dance. Shankman also worked with Owen Wilson on his dance scenes.

Music
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The song "Kiss Me" was used as the main theme song for the movie. The success of the movie helped "Kiss Me" become more popular, and gain widespread mainstream attention and success in the music charts. "Kiss Me" climbed to No. 2 on Billboard's Hot 100 list, and stayed in the Top 10 for 16 weeks.

The movie was released in Italy with the title "Kiss Me".

Critics
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Critics gave the movie mixed reviews. They liked the main actors but complained that the story was easy to predict and not funny enough. On Rotten Tomatoes the movie has a score of 40% based on 60 reviews. On Metacritic the movie has a score of 51% based 32 reviews.

Other websites
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* Official website
* *She's All That* on IMDb