As a Thinking Teen’s Comedy, ‘She’s All That’ and a Lot More


The makers of “She’s All That” have taken one of the movies’ oldest stories and told it with wit and perception. The result is a teen comedy that actually puts a priority on intelligence and values and spans generations in its appeal, emerging as a special delight for anyone for whom high school was something less than nirvana.

Rachael Leigh Cook’s Laney Boggs is her Southern California high school’s most despised nerd. She looks frumpy, is always overladen with books and is unafraid to speak her piece. By contrast, Freddie Prinze Jr.'s Zack Siler is the freely acknowledged king of the campus. He’s handsome, rich, a jock and class president. His deliciously shallow girlfriend Taylor (Jodi Lyn O’Keefe), a lush beauty, is naturally queen of the campus but over spring break has had a fling with the comically self-involved Brock Hudson (Matthew Lillard), who’s become a TV series personality. (He asks Taylor to stop nibbling on his bare chest for fear that her perfume might somehow rub off on him just when he’s less than two hours away from “the Spelling interview.”)

Stunned by Taylor’s infidelity, Zack is vulnerable to a bet proposed by the treacherous Dean (Paul Walker) that he pick out a real loser and within the six weeks to the senior prom turn her into a glamour girl. In time-honored screen fantasy, all Laney has to do is to take off her unflattering glasses to reveal a beauty ill-hidden by ugly specs in the first place. It takes Zack’s spunky younger sister (Anna Paquin) about five minutes to do a make-over on Laney that has her looking as radiant as Jennifer Love Hewitt.

Writer R. Lee Fleming Jr. and director Robert Iscove know how to play against the conventions of a totally predictable plot that they honor with alternating amused affection and critical disdain.


The point they make about Laney is that it doesn’t matter that she’s so clearly a beauty when she’s unable to acknowledge it herself. A serious art student who has lost her mother to cancer, she’s busy running her home for her father (Kevin Pollak) and younger brother (Kieran Culkin) while holding down a part-time job at a pizza parlor. She has little time for appearances and even less for Zack until she realizes that there’s more to him than just a stereotypical high school hero. He’s resisting choosing a college because his overbearing father (Tim Matheson) has his life all mapped out for him.

Zack and Laney have a potential for tremendous positive impact upon each other in building each other’s self-confidence and assertiveness; they are also attracted to each other, but there’s that bet, naturally unknown to Laney, hovering over them. . . .

“She’s All That” suggests that high school never changes, with its extreme pressures to conform and its premium on appearances and popularity. It’s honest enough to show that once Laney, the perennial outsider, is invited inside that the campus social arbiters and party animals swiftly confirm her suspicions that they were beneath her in the first place. (Zack sagely counters that to open yourself to what’s good in life also entails the risk of having to deal with what’s bad about it.) Yet the film even goes deeper to reveal that the child-like cruelty that persists in what are, after all, young adults reflects a persistent insecurity even within the most popular students. In short, “She’s All That” offers unexpected depth.

It also offers a substantial number of supporting roles to notable actors as well as to its stars, who are exceptionally impressive. Cook’s sense of how long to hold a pause is especially astute in so young an actress; Prinze confirms his promise as an up-and-coming star; and Lillard is once again hilarious. “She’s All That” benefits from actors of the caliber of Paquin, Pollak and Debbi Morgan (as Laney’s challenging art teacher) and Alexis Arquette (as a pretentious performance artist) in smaller roles.


“She’s All That” is an admirable example of how to get the most out of a genre film.

* MPAA rating: PG-13, for sexual content, crude humor, brief strong language and teen drinking. Times guidelines: The film is suitable for all but the very young.

‘She’s All That’

Freddie Prinze Jr.: Zack Siler

Rachael Leigh Cook: Laney Boggs

Matthew Lillard: Brock Hudson

Paul Walker: Dean Sampson

Jodi Lyn O’Keefe: Taylor Vaughan


A Miramax Films presentation of a Tapestry Films and Film Colony production. Director Robert Iscove. Producers Peter Abrams, Robert L. Levy, Richard N. Gladstein. Executive producers Bob Weinstein & Harvey Weinstein. Screenplay by R. Lee Fleming Jr. Cinematographer Francis Kenny. Editor Casey O Rohrs. Music Stewart Copeland. Production designer Charles Breen. Art director Gary Diamond. Set decorator Jeffrey Kushon. Running time: 1 hour, 35 minutes.