She's All That

She's All That
Shes All That.jpg
Theatrical release poster
Directed byRobert Iscove
Written byR. Lee Fleming Jr.
Produced by
CinematographyFrancis Kenny
Edited byCasey O. Rohrs
Music byStewart Copeland
  • Tapestry Films
  • FilmColony
Distributed byMiramax Films
Release dates
  • January 19, 1999 (1999-01-19) (Westwood)
  • January 29, 1999 (1999-01-29) (United States)
Running time
97 minutes
CountryUnited States
Budget$7–10 million[1][2][3]
Box office$103.2 million[3]

She's All That is a 1999 American teen romantic comedy film directed by Robert Iscove. It stars Freddie Prinze Jr., Rachael Leigh Cook, Matthew Lillard, and Paul Walker. After being dumped by his girlfriend, Zack Siler boasts he could make any girl at his high school popular. It is a modern adaptation of George Bernard Shaw's play Pygmalion and George Cukor's 1964 film My Fair Lady.

The film received mixed reviews from critics, who praised the performances of the lead actors, but were critical of the script. It was one of the most popular teen films of the late 1990s and reached No. 1 at the box office in its first week of release. It went on to earn $103 million worldwide.[3] After featuring in the film, the song "Kiss Me" reached No. 2 on Billboard's Hot 100 chart, and stayed in the Top 10 for 16 weeks. A gender swapped remake, titled He's All That, was released on August 27, 2021, by Netflix.[4]


Zack Siler is the big man on campus at his Southern California high school. His girlfriend, Taylor, cheats on him with a reality TV star, Brock. After Zack and Taylor's breakup, Zack consoles himself by claiming that Taylor is replaceable with any girl in the school. Zack's friend Dean disagrees and makes a bet with Zack to turn any random girl from school into the Prom Queen within six weeks. Zack accepts, and Dean chooses Laney Boggs, an awkward and unpopular art student.

Zack attempts to befriend Laney, but she pointedly ignores his advances until he asks for her help with art. She reluctantly invites 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 routine using the hacky sack he carries. Laney is impressed by the performance, but later rejects him again when he attempts to charm her.

When Zack shows up at her house, Laney reluctantly agrees to go to the beach with him. There, Zack's friends show up unexpectedly, and after spending the day with her, invite her to a party that night. Laney pretends to be busy but Zack persuades her to go. He enlists his sister, Mack, to give her a makeover, transforming her and revealing her beauty. At the party, Taylor is embarrassed by Brock and jealous of Laney, whom she publicly humiliates and brings to tears.

Laney is surprised when she is nominated for Prom Queen, competing with Taylor for the crown. Zack goes by Laney's house and talks to her about her mother, who died when Laney was young, and his father, who pressures Zack to go to Dartmouth for college. At the end of the conversation, Zack starts to kiss Laney but pulls back when she jokes that it's just to get her to vote for him to be prom king. The next day, Zack defends Laney's brother Simon from bullies at school. After falling out with Zack, Dean asks Laney to be his prom date to aggravate him. Taylor is humiliated when Brock ends their relationship. Newly single, Taylor tries to cozy up to Zack. When he turns her down, she tells Zack that Dean has asked Laney to the prom. When Zack confronts him, Dean tells Laney about the bet, forcing a confession from Zack in public. A furious Laney rushes from the room and refuses to speak to Zack.

Unable to reconcile with Laney, Zack takes his sister to the prom. A disheartened Laney dresses up after some persuasion from her father and agrees to go to the dance with Dean. At the prom, Dean boasts of his plan to seduce Laney. Laney's friend Jesse overhears and he and Mack rush to warn Zack, who has taken the stage with Taylor as Prom King and Queen. When told of Dean's plan, Zack rushes after Laney, but she has left with Dean.

Laney returns home to find Zack is there. Laney explains how she avoided Dean's advances. Zack confesses his true feelings to Laney, and they share a dance and a kiss. Laney asks Zack about the bet, and Zack responds that he will honor the terms, which entail appearing nude at the graduation ceremony, which he does to the amusement of Laney and everyone else.



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 Lyn O'Keefe was known for Nash Bridges, but this was only her second film role, the first being Halloween H20: 20 Years Later.[7] 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."[6] According to director 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.[8]

Iscove said Josh Hartnett was considered for the role of Zack Siler, and many actresses were considered for the role of Laney Boggs, including Mena Suvari, Leelee Sobieski, and Jordana Brewster.[8][9]

Kevin Pollak said he signed up for the movie in part because he was impressed with Freddie Prinze Jr.’s performance in The House of Yes a few years earlier and was interested in working with him.[10][8]

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."[11]

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 Iscove.[12]

In 2013, Shyamalan claimed that, rather than simply polishing Fleming's original script, he actually ghost-wrote the film.[13] This was disputed by someone who claimed to be Fleming,[14] in a message on Twitter that has since been deleted.[15]

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.[16][17] 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]".[6] Iscove attributed the performance art piece and the hacky sack sequence to Shyamalan.[8] Fleming attributed the line "Am I a fucking bet?" to Shyamalan.[18] 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;[8] the characters Zack and Taylor were named after two of the three members of the band Hanson.[8] 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.[8]

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.[19] The story was rewritten to better fit Prinze Jr. and make Zack more sympathetic and have his own challenges.[5] 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.[5]

Filming took place in various California locations.[20] The high school scenes were shot at Torrance High School, where Buffy the Vampire Slayer and Beverly Hills, 90210 were previously filmed.[8][21]

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.[19] Shankman also worked with Matthew Lillard on his dance scenes.[8][19]

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 items picked up from a 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."[22] 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.[23][24]


The song "Kiss Me" 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 and No. 4 in the UK and New Zealand.

The film was released in Italy with the title "Kiss Me".[19][8][5]

Track no. Title Writer and music composer Performed by
01. "Prophecy" Cinjun Tate, Shelby Tate, Cedric Lemoyne, Jeffrey Cain Thompson, Gregory Slay Remy Zero
02. "Baby Got Going" Liz Phair & Scott Litt Liz Phair
03. "Be Free",, Stahl, Goldberg The Black Eyed Peas
04. "Blacktop Beat" Lucas MacFadden Jurassic 5
05. "Up to Us" Allrighse, Robin Thicke Allrighse
06. "Wanderer" J. Ralph Spy
07. "Sugar" Jo Lloyd, James Wright, David Magee Stretch Princess
08. "Kiss Me" Matt Slocum Sixpence None The Richer
09. "Test the Theory" Robin File, Sean McCann, Martin Merchant & Robert Maxfield Audioweb
10. "Gorgeous" Kat Green Girl Next Door
11. "Ooh La La" Theo Keating The Wiseguys
12. "Give It to Me Baby" Rick James Rick James
13. "Shuck & Jive" John Davis Superdrag
14. "Hanging On" Emily Gerber and Carlos Calvo Emily & Carlos
15. "66" Greg Dulli The Afghan Whigs
16. "Nonstop Operation" MC Tunes, S. Hickling, S. Jones, M. Lawrence, G. Gasper, P. Billington The Dust Junkys
17. "Believe" Goldie Goldie
18. "The Rockafeller Skank" Fatboy Slim, Terry Winford, John Barry Fatboy Slim


Critical response[edit]

On review aggregator Rotten Tomatoes, the film has an approval rating of 41% based on 63 reviews, with an average rating of 5/10. The website's critics consensus states: "Despite its charming young leads, She's All That can't overcome its predictable, inconsistently funny script."[25] On Metacritic the film has a weighted average score of 51 out of 100, based on 32 critics, indicating "mixed or average reviews".[26]

It was the last movie to be reviewed by Gene Siskel before his death in February 1999. Siskel gave a positive 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."[27] Roger Ebert suggested: "To give the movie credit, it's as bored with the underlying plot as we are. Even the prom queen election is only a backdrop for more interesting material, as She's All That explores differences in class and style, and peppers its screenplay with very funny little moments." Ebert says it "is not a great movie, but it has its moments" giving it 2.5 out of 4 stars.[28] Stephen Holden of the New York Times praised Cook for her performance, comparing her to Winona Ryder, saying "Unlike so many actors playing smart young people, she actually projects some intelligence along with a sly sense of comedy."[29] Mick LaSalle of the San Francisco Chronicle calls it "About one idea short of being an excellent teenage romance. As it stands it's a pleasing but routine effort." LaSalle criticizes the film for running out of plot about half way, saying the "story line is stretched to the breaking point. In one instance director Robert Iscove stops the action for a long dance sequence, set at the prom, that has nothing to do with anything." He says the film is "intermittently funny" and praises Matthew Lillard's performance, calling it the best thing in the picture.[30]

Geoff Berkshire Variety magazine was critical of the lack of originality, and suggested that "Miramax needs to put Kevin Williamson on permanent retainer if it's going to remain in the teen-pics field, She's All That notably fails to bring to comedy the insight that the Williamson-penned Scream brought so memorably to horror". Berkshire is positive about the two leads, saying "appealing young actors come off as competent, nothing more, given a context that can’t be transcended." He describes the direction as "nothing to be ashamed of here, but nothing of any distinction, either" and notes the soundtrack as a not unexpected plus.[31] Jane Ganahl of The San Francisco Examiner wrote "And once, just once, I'd love to see a teen flick that doesn't send out a message to young girls that to be acceptable, you have to conform. I liked the artist girl much better before."[32] William Thomas at Empire magazine criticizes the film saying that despite a few scenes "The rest is just breezy propaganda for American high school fascism" and "The most worrying thing about She's All That is its message. The "ugly duckling" (specs, dungarees, art-lover) must conform (she gets a makeover and the boys notice her "bobos" for the first time) to fit in."[33]

Box office[edit]

She’s All That premiered on January 19, 1999 at the Mann Festival Theater in Westwood, Los Angeles.[34] The film went into general release on January 29.

The film reached No. 1 at the box office in the first week of its release, grossing $16.1 million over the Super Bowl opening weekend.[3] It earned $63.4 million in the United States and $39.8 million at international box offices, totaling $103.2 million worldwide against a production budget between $7–10 million.[3] Miramax spent a further $18 million on television advertising to promote the film.[8]


The film won eight awards, and was nominated for five others.

Year Ceremony Category Recipients 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 Favorite Movie Couple Freddie Prinze, Jr. & Rachael Leigh Cook Won
Blockbuster Entertainment Awards[35][36] 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


In September 2020, a gender swapped remake of the film was announced, titled He's All That, with Mark Waters to direct, original screenwriter R. Lee Fleming Jr. to write, and starring Addison Rae and Tanner Buchanan.[37][38] Myra Molloy, Madison Pettis, Peyton Meyer, Isabella Crovetti, and Annie Jacob have all been cast since.[39][40]

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.[41][42] He's All That was released on August 27, 2021, by Netflix.[4][43]


  1. ^ Named in the credits under The Producers Wish To Thank, subsection They're All That.


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  10. ^ Stephen Silver (April 7, 2019). "Kevin Pollak on comedy, Mrs. Maisel, and more".
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  15. ^ Archived from the original on July 29, 2014. {{cite web}}: Missing or empty |title= (help)
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  17. ^ Jack Lechner (June 13, 2013). "Comment #933013221 on M. Night Shyamalan Probably Did Not Write She's All That". The Mary Sue. Retrieved June 18, 2013.
  18. ^ Josh Sorokach (January 29, 2019). "M. Night Shyamalan Helped 'She's All That' Deliver The Most Memorable F*ck in Teen Comedy History". Decider.
  19. ^ a b c d Blickley, Leigh (January 29, 2019). "The Dance Scene No One Wanted: An Oral History Of The 'She's All That' Prom". HuffPost.
  20. ^ Global Film Locations (March 24, 2018). "She's All That (1999) Film Locations". Global Film Locations.
  21. ^ Hayasaki, Erika (December 16, 2003). "Schools Ready for Close-ups; Administrators are welcoming movie and TV shoots to campus, seeing the financial benefits in an era of budget cuts". Los Angeles Times. Retrieved May 4, 2020. Torrance High School, one of the most filmed campuses in Southern California
  22. ^ Austen Tosone (April 16, 2018). "The evolution of Laney Boggs's wardrobe in She's All That". Interview Magazine.
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  28. ^ Roger Ebert (January 29, 1999). "She's All That". Chicago Sun-Times. Retrieved January 2, 2019.
  29. ^ Stephen Holden. "'She's All That': When 'Pygmalion' Meets MTV, the Bookworm Turns". New York Times.
  30. ^ Mick LaSalle (January 29, 1999). "Teen Romance Is Amusing, But Not All That". San Francisco Chronicle. Retrieved January 2, 2019.
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  32. ^ Jane Ganahl (January 29, 1999). "She's not quite "All That'". San Francisco Examiner. Retrieved January 2, 2019.
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  34. ^ Variety Staff (January 21, 1999). "'All That' set for public bow". Variety.
  35. ^ "Nominees Announced for 'Sixth Annual Blockbuster Entertainment Awards(R)' To Air in June on FOX". Blockbuster Entertainment Awards (Press release). Blockbuster LLC. February 8, 2000. Archived from the original on June 15, 2013. Retrieved January 2, 2019.
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  37. ^ Rubin, Rebecca (September 11, 2020). "TikTok Star Addison Rae Cast in 'She's All That' Remake". Variety. Retrieved September 12, 2020.
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  39. ^ N'Duka, Amanda (October 2, 2020). "'Cobra Kai' Star Tanner Buchanan Joins Addison Rae In 'He's All That' Remake". Deadline.
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  41. ^ N'Duka, Amanda (December 14, 2020). "Rachael Leigh Cook Joins 'He's All That' Remake". Deadline Hollywood.
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  43. ^ Kroll, Justin (April 27, 2021). "Netflix Unveils Summer Movie Slate That Includes New 'Bob Ross' Documentary And Footage From Upcoming Films Like 'He's All That' And Kevin Hart's 'Fatherhoood'". Deadline Hollywood. Archived from the original on April 27, 2021. Retrieved April 27, 2021.

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