She's All That

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She's All That
Shes All That.jpg
Theatrical release poster
Directed byRobert Iscove
Produced by
Written byR. Lee Fleming, Jr.
Music byStewart Copeland
CinematographyFrancis Kenny
Edited byCasey O. Rohrs
Distributed byMiramax Films
Release date
  • 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 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.[3]


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 also 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 (meaning they are officially a couple), Laney asks Zack about his bet with Dean (which is now lost), and Zack responds that he will gracefully honor the terms. Dean attempted to have sex with Laney, but she rebuffed him and damaged his hearing with a rape whistle when he wouldn't back off.

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 the film shows Laney with the soccer ball being thrown to her and a reaction shot of the other students seeing Zack without the soccer ball for cover.



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 (as Pineda), (as Adams), Stahl, Goldberg The Black Eyed Peas Jeepney Music Publishing (BMI), (BMI), PolyGram International Publishing, Inc. (ASCAP) Interscope Records, License from Universal Music Special Markets
04. Blacktop Beat Lucas MacFadden Jurassic 5 Upper Cut Music (ASCAP) RBI Records
05. Up To Us Allrighse, Robin Thicke 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



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.[4]

In 2013, Shyamalan claimed that, rather than simply polishing Fleming's original script, he actually ghost-wrote the film.[5] This was disputed by someone who claimed to be Fleming.[6] in a message on Twitter that has since been deleted.[7]

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.[8][9]


Critical response[edit]

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."[10] On Metacritic the film has a score of 51 based on reviews from 32 critics, indicating "mixed or average reviews".[11]

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."[12] Mick LaSalle of the San Francisco Chronicle calls it "a pleasing but routine effort" and "intermittently funny" but is criticizes the film for running out of plot.[13] 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."[14]

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.[15] 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."[16] 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."[17]

Box office[edit]

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.[18] The film went into general release on January 29.

The film was a sleeper hit and reached No. 1 at the box office in the first week of its release, grossing $16,065,430 over the Super Bowl opening weekend.[3] 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 $6,900,000.[3]


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, USA Favorite Movie Couple Freddie Prinze, Jr. & Rachael Leigh Cook Won
Blockbuster Entertainment Awards [19][20] 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


  1. ^ Prinze Jr., Freddie. "Freddie Prinze Jr. Twitter". Twitter.
  2. ^ Prinze Jr., Freddie. "Freddie Prinze Jr. Twitter". Twitter.
  3. ^ a b c d e "She's All That (1999)". Box Office Mojo. IMDB. Retrieved 2011-06-12.
  4. ^ Mike Russell (August 2002). "Night's Skies | In Focus, Volume II, Number 8". National Association of Theatre Owners. Archived from the original on 2013-07-14. Retrieved 2013-06-15.
  5. ^ "M. Night Shyamalan on How People See His Movies, Plus: What '90s Rom-Com Did He Secretly Write?". "". Retrieved 2013-06-11.
  6. ^ Daniel Kibblesmith (2013-06-13). "M. Night Shyamalan is a liar, says "She's All That" screenwriter". The Daily Dot. Retrieved 2013-06-13.
  7. ^ Archived July 29, 2014, at the Wayback Machine
  8. ^ Hillary Busis (2013-06-17). "M. Night Shyamalan and 'She's All That': Did he really write it? | PopWatch |". Entertainment Weekly. Retrieved 2013-06-18.
  9. ^ 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.
  10. ^ "She's All That". Rotten Tomatoes. Fandango Media. Retrieved 2019-01-02.
  11. ^ "She's All That 1999". Metacritic. CBS Interactive. Retrieved 2019-01-02.
  12. ^ Gene Siskel (January 29, 1999). "'She's All That' A Refreshing 'My Fair Lady'". Chicago Tribune. Archived from the original on 2014-02-22. Retrieved 2019-01-02.
  13. ^ Mick LaSalle (January 29, 1999). "Teen Romance Is Amusing, But Not All That". San Francisco Chronicle. Retrieved 2019-01-02.
  14. ^ Roger Ebert (January 29, 1999). "She's All That". Chicago Sun-Times. Retrieved 2019-01-02.
  15. ^ Geoff Berkshire (January 27, 1999). "She's All That". Variety magazine. Retrieved 2019-01-02.
  16. ^ Jane Ganahl (January 29, 1999). "She's not quite "All That'". San Francisco Examiner. Retrieved 2019-01-02.
  17. ^ William Thomas (1 Jan 2000). "She's All That Review". Empire magazine. Archived from the original on 2017-12-07.
  18. ^
  19. ^ "Nominees Announced for 'Sixth Annual Blockbuster Entertainment Awards(R)' To Air in June on FOX". Blockbuster Pressroom (Press release). Blockbuster LLC. February 8, 2000. Archived from the original on 2013-06-15. Retrieved January 2, 2019.
  20. ^ Variety Staff (May 9, 2000). "Blockbuster Entertainment Award winners". Variety. Retrieved 2019-01-03.

External links[edit]