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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.
Starring Freddie Prinze, Jr.
Rachael Leigh Cook
Anna Paquin
Paul Walker
Jodi Lyn O'Keefe
Distributed by Miramax Films
Release date(s) January 29, 1999
Running time 95 mins
Language English
Budget ~ US$10,000,000

She's All That is a 1999 romantic comedy film, directed by Robert Iscove, and is a modern remake of George Bernard Shaw's Pygmalion (which was also the basis for the musical comedy My Fair Lady).



Zack Siler (Freddie Prinze, Jr.) is the big man on campus at his California high school, as he is a soccer player, class president, and an honor student. At the outset of the film, his popular girlfriend, Taylor (Jodi Lyn O'Keefe) dumps him for a faded reality TV star (Matthew Lillard) whom she met on spring break. Although he is hurt by Taylor's rejection, Zack consoles himself by saying that Taylor is replaceable. Zack's best friend, Dean (Paul Walker), disagrees. They make a bet on whether or not Zack can turn any girl into prom queen within six weeks. While walking around the school, Dean picks out Laney Boggs (Rachael Leigh Cook), a morose but highly responsible art student, as his choice for Zach.

Zack approaches Laney in the attempt to transform her into Prom Queen. His first encounter with her is a failure, when she pointedly ignores his attempt. Laney's little brother Simon (Kieran Culkin) continuously talks Zack up to Laney. Zack is eventually successful in getting Laney to invite him to a lounge that is frequented by artists and performers. It is here that Laney performs a contemporary and interpretive play while Zack is forced to stay and watch. Also in this performance, a man named Mitch (Alexis Arquette) performs in his briefs. When the play ends, Zack gets up to leave but is invited to take the stage. At this point, Zack improvises and acts with the hacky sac in his pocket. Laney is amused by Zack's acting and they begin to see each other socially. After Laney becomes more comfortable with Zack and his friends, Zack's sister convinces Laney to submit to a make-over. At a party, showing off her new look, Laney is humiliated by Zack's ex-girlfriend, Taylor, but Zack follows her and tells her that, when you let people in, sometimes you let the bad in with the good.

Meanwhile, Dean decides to pursue Laney sexually. He asks her to the prom. When Laney gives a less than enthusiastic response to the request, Dean reveals the details of the bet to Laney in public, to her great embarrassment. Laney is so upset that she storms out of the cafeteria and vows not to go to the prom. Zack ends up attending the prom with his sister, while Taylor drives herself to Prom, thinking that Zack is still interested in her. On prom night, Dean shows up at Laney's house in a tuxedo; Laney reluctantly changes clothes and goes to the dance with him.

At the prom, Dean brings out a key to a hotel room and tells his male friends that he's going to get 'lucky' with Laney that night. Laney's best friend, Jesse, (Elden Henson) overhears the conversation and runs to tell Zack, who has been elected as Prom King. Realizing that Laney and Dean have already left, Zack attempts to try calling every hotel to see if Dean Sampson had ordered a room. To no avail, Zack decides to go to Laney's house and wait for her to come home.

When Laney arrives at her house Zack is waiting for her. Laney then explains how she fought off Dean's advances, deafening him with her rape alarm, and left him at the hotel. Zack reveals his true feelings for Laney and how she taught him valuable life lessons. He asks for forgiveness and the chance to have something more than just a friendship, which she grants readily. Laney tells Zack that she is considering art school; Zack then tells her that she has inspired him to pursue a career in performance art.

At the graduation ceremony, Zack must make good on the bet by appearing nude on stage. After his name is called, Zack heads to the stage while carrying a soccer ball to cover himself, and later tosses the ball to Laney.



The film helped popularize its main song, "Kiss Me", performed by Sixpence None the Richer and "Sugar", performed by Stretch Princess. The film also includes the song "The Rockafeller Skank" by Fatboy Slim, which is featured during the prom dance scene.



The film was poorly received by critics, with rate of 37 % on Rotten Tomatoes, with top critics rating the movie at 18 %[1].

Box office

US US$63,366,989


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External links


Up to date as of January 14, 2010

From Wikiquote

She's All That is a 1999 film about a high school jock that makes a bet that he can turn an unattractive girl into the school's prom queen.

A new comedy that proves there's more to attraction than meets the eye.



  • What is this, some sort of dork outreach program?
  • I feel just like Julia Roberts in Pretty Woman. You know, except for the whole hooker thing.
  • Who the HELL would nominate me?
  • Am I a bet? Am I a FUCKING BET?


  • This is all fascinating, Taylor, but could you skip to the part where you decided to screw me over.
  • Sometimes when you open up to people, you let the bad in with the good.
  • All you have left is a C minus GPA with a Wonderbra.
  • Give her the right look, the right boyfriend, and bam. In six weeks she's being named prom queen.
  • So, Laney, I was wondering if you wanted to... [Laney walks away]... embarrass me horribly in front of all these people.


  • It's not about disrespect, it's just gas.
  • You didn't really think I'd leave for All-Star "Road Rules" and still be dating you? Oh, you did? That's so sweet.


  • Mackenzie: So who's the lucky rebound skank?
  • Taylor: You didn't think you became popular for real, did you? Oh, you did? That's so sweet.
  • Dean: One second, you're Zach Siler, class president, stand-out athlete, all-around bad-ass mamba-jahamba; the next thing you know, you're Zach Siler, bitch-boy.
  • Girl: My soul is an island, my car is a Ford.


Zach: She kinda blew me off.
Mackenzie: I like her already.

Dean: I mean, the girl's an institution in this place. Every girl wants to be her, and every guy wants to nail her.
Preston: Basically she's you, with tits.

Dean: Is that a no?
Laney: That's a hell no.

Zach: What was that?
Laney: I was busy.
Zach: Yeah, busy wiggin'.
Laney: I did not wig.
Zach: Oh, there was major wiggage.

Taylor: [spilling drink on Laney] Oh, Oopsie. You know, you really should be more careful with silk.
Laney: Thank you.
Taylor: Excuse me?
Laney: Thank you. For a minute there, I forgot why I avoided places like this and people like you.
Taylor: Avoided us? Honey, look around you. To everyone here who matters, you're vapor, you're spam, a waste of perfectly good yearbook space, and nothing's ever gonna change that.

[Laney's eyes tear up]

Taylor: Oh, you aren't going to cry are you?

Laney: Simon! Simon, I have got your breakfast! Are you up?
Simon: Give me a couple of minutes.
Laney: Simon Boggs, there are children in Mexico who have already been up for three hours making clothes for corporate America.

Mackenzie: When was the last time you tweezed?
Laney: What?
Mackenzie: I mean your eyebrows.
Laney: Never, why?
Mackenzie: Ever watch Sesame Street?
Laney: Yeah.
Mackenzie: You know Bert?

Laney: Screw the dolphins.
Jesse: A guy tried that last year, banned from Sea World for life.

Taylor: Careful of what? OK, I could win this thing in florescent lighting, on the first day of my period, cloaked in tacky rags. Okay? My mother was prom queen in '71, my cousin - prom queen in '82, and my sister would have been prom queen in '94 if it wasn't for that scam on the Conway Bed tour bus, okay? I am a goddamn legacy, all right? And besides, not to be a bitch, but who's gonna beat Taylor Vaughan?
Katie: God, I hope that's not your acceptance speech.

Jesse: I'm Jesse Jackson. I'm not a good dancer.
Mackenzie: I'm Mac. I go to school with 500 chicks.

Taylor: Jump up my ass Zach.
Zach: Been there, done that.

Zach: So, can I have the last dance?
Laney: No, you can have the first.

Zach: Has anyone see Taylor?
Chandler: What?
Zach: You know, Taylor, my girlfriend.
Dean: Kinda tall, yells at everyone?

Laney: Sir, have you reached a decision?
Man: Yes I have. Supersize my balls.

Zach: Brock Hudson? What kind of a name is that?
Taylor: What kind of a name is "Zach?" OK, Brock is from "The Real World."
Zach: What, Reseda?
Taylor : No, like the TV show. "Real World LA", second season, hello!
Zach: The dyslexic volleyball guy? They kicked him out of the house.

Dean: His dad owns Harrison Ford.
Laney: The actor?
Dean: No, the car dealership.

Mackenzie: Nothing personal, Laney, but this particular... coif, doesn't really go with your face shape.
Laney: What do you have in mind?
Mackenzie: Well, I have an idea.
Laney: What kind of idea?
Mackenzie: ...You'd really have to trust me.

Melissa: He spoke to me!
Girl #2: He called you Connie!
Melissa: So?
Girl #2: Your name is Melissa!


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