She's All That

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 late 1990s and reached No. 1 at the box office in its first week of release.

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 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, who she publicly humiliates and bringing her 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 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 56% 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. 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, and Laney catches the soccer ball and reacts with a smile, as the students applaud.

Production
The film had an impressive ensemble cast of upcoming 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. 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." 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.

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.

Jodi Lyn O'Keefe describe 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."

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.

In 2013, Shyamalan claimed that, rather than simply polishing Fleming's original script, he actually ghost-wrote the film. This was disputed by someone who claimed to be Fleming, 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 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. 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]". Iscove attributed the performance art piece and the hacky sack sequence to Shyamalan. Fleming attributed the line "Am I a good bet?" to Shyamalan. 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; the characters Zack and Taylor were named after two of the three members of the band Hanson. 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.

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

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

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. Shankman also worked with Matthew Lillard on his dance scenes.

Soundtrack
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".

Critical response
She's All That received mixed reviews from film critics. On review aggregator Rotten Tomatoes the film has an approval rating of 40% based on reviews from 60 critics, with an average rating of 4.9/10. The website's consensus states: "Despite its charming young leads, She's All That can't overcome its predictable, inconsistently funny script." On Metacritic the film has a score of 51 based on reviews from 32 critics, indicating "mixed or average reviews".

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." 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." 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. Roger Ebert suggests "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.

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. 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." 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."

Box office
She’s All That premiered on Tuesday, January 19, 1999 at the Mann Festival Theater in Westwood, California, with the film's star and director in attendance. The film went into general release on January 29.

The film was reached No. 1 at the box office in the first week of its release, 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 $7-10 million. Miramax spent a further $18 million  on television advertising to promote the film.

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