On She’s All That

Featuring Freddie Prinze, Jr. (I Know What You Did Last Summer, Wing Commander), Paul Walker (Timeline, The Skulls), Clea DuVall (But I’m a Cheerleader, The Faculty), Gabrielle Union (Bring It On!), Anna Paquin (Rogue in X-Men film series), Tamara Mello (Popular!), Matthew Lillard (Scream, Wing Commander), Milo Ventimiglia (Heroes), Debbi Morgan (Charmed Seasons 4 and 5), and a cameo by Sarah Michelle Geller (Buffy the Vampire Slayer, Angel, Cruel Intentions, I Know What You Did Last Summer, Scream 2, Ringer),  She’s All That is your typical makeover romantic comedy teen-related film, especially for it’s time during the late 1990s.

According to the Bustle article, “13 Reasons I’ll Never Watch ‘She’s All That’ Again, Even For Freddie Prinze Jr.“:

I have always been unapologetic in my love for romantic comedies — good ones, bad ones, those made for TV ones on the Hallmark Channel — I love them all. When I was a young teenager, my love extended to She’s All That, a movie I watched on an endless loop. In case you’re not familiar with the movie (were you living under a rock in the early aughts?) She’s All That is a (very) loose adaptation of My Fair Lady. It takes the general premise: A guy gives a woman a complete makeover to make her acceptable to society, falls for her in the process, and applies it to the unforgiving world of high school.

Freddie Prinze, Jr. and Rachel Leigh Cook have sweet chemistry as jock Zack and artist Laney, and the movie includes one of the best movie dance scenes ever — but even the prom dance-off cannot make me watch She’s All That again. I am older, wiser, and can no longer abide by the movie’s plot. Despite its nostalgia factor and plethora of ’90s stars, I won’t be watching She’s All That again, and here are 13 reasons why this is the one romcom I had to break up with.

1. Zack Thinks All Girls Are Interchangeable…

Zack is so annoyed about being dumped that he declares his popular girlfriend could be replaced by any girl at school. Not only does he suggest all girls are interchangeable, he is also certain that without his popularity, his ex-girlfriend Taylor can be instantly overshadowed by whoever is on his arm. Zack’s shallowness and narcissism is alarming even for a teenage boy who is hero-worshiped by the entire school. I’m pretty sure this is how dictators happen.

2. …Unless They Don’t Fit Their Ideals Of Beauty

Before settling on Laney as project, Zack completely balks at the idea of having to turn a “fat girl” into prom queen. Never mind the part where the girl is beautiful, clearly has friends, and is just eating her lunch when Zack and his buddies decide to single her out. She doesn’t fit their ideals of beauty, so even Zack’s bros wouldn’t give him such an insurmountable task as to make her popular. Insert a thousand eye rolls here.

3. There Is No World Where Rachel Leigh Cook Isn’t Beautiful

Zack backtracks on his earlier girl dismissals when presented with Laney because she’s “scary and inaccessible” and wears glasses? The movie presents Laney as a troll person who can’t walk up or down stairs without falling. She is meant to be homely, but she’s Rachel Leigh Cook, and Zack acts like he has just been tasked with dating the witch from Snow White.

4. Zack Thinks A Hacky Sack Performance Is Deep

I know this scene is supposed to be about Zack digging deep and exposing his insecurities, but I am just not impressed by his impromptu hacky sack performance. I was never convinced Laney would be either.

5. Laney Is Hopelessly Clumsy

Because all women are clumsy in romantic comedies. How will us “normal” gals relate to them otherwise?

6. The Makeover Scene

After enlisting his sister to give Laney a makeover, Zack and Laney’s brother stand at the bottom of the stairs and gawk at how unexpectedly stunning she is. But why though? Laney doesn’t need contacts and a red dress to make her beautiful. She was already beautiful. If she wants those things, then awesome — but the idea that a girl should change her outward appearance at the behest of a guy is problematic on every level.

7. No One Appreciates Taylor’s Epicness

Taylor is a badass. With or without a boyfriend, she is determined to win prom queen. Her self-esteem is off the charts. She is the quintessential mean girl, but I would still want to be her friend.

8. The Prom Dance Scene Is Unbelievable

The massively choreographed dance scene is cool, but in what world would the entire school get together to practice for this? It’s like, for four minutes, the movie turns into West Side Story for no discernible reason.

9. Attempted Assault Is Played As A Joke

Zack’s friend Dean takes Laney to a hotel room off-screen after the prom and attempts to assault her. She gets away by blasting an air horn in his ear, and it’s played as a throwaway gag. On what planet is attempted sexual assault funny? Dean doesn’t face any penalty for his actions either — he just can’t hear his name called at graduation.

10. Laney Takes Zack Back After She Finds Out About The Bet

I could have gotten on board with Laney forgiving Zack, but forgiving him and taking him back was a road too far for me. I never felt like Zack really learned anything. Is he going to stop judging people based purely on their looks? Because he had to completely change everything about Laney’s outward appearance to realize what a wonderful person she was.

11. The Bet Has The Lowest Stakes Ever

Zack uses another human being as his plaything to avoid public nudity. The stakes are so low, he could have come clean the moment he started having feelings for Laney and avoided breaking her heart. Zack is the worst.

12. Usher Is Woefully Underused

When you get Usher in a movie, Usher should be in every scene. That’s just common sense.

13. “Kiss Me” Is Overplayed

If you weren’t alive in 1999, just trust me on this one. She’s All That made Sixpence None the Richer’s song “Kiss Me” so ubiquitous, no one ever wanted to hear it again.

There was a time when I thoroughly enjoyed She’s All That, but I just can’t deal with a movie that makes me feel bad about my bespectacled self, and utilizes so many horrible movie tropes. Sorry, Zack — at least Laney loves you, I guess.

Additionally, according to Cosmopolitan‘s article, “10 Things You Probably Never Knew About “She’s All That”“:

1. The crew was well aware that Rachel Leigh Cook was beautiful, even with glasses and a unibrow.

“To me, that doesn’t make or break the movie. It’s like, ‘She’s such a beautiful girl, how can she be an ugly girl?’ It is what it is. It’s what we did. You either go along with it or you don’t go along with it. Times have changed a lot in Hollywood, but back when we did the movie, it was very much the Hollywood standard [to cast] a beautiful girl. It was going to be our Clark Kent moment. You’re never going to get the ugly duckling to really transform … certainly [not] back then. [So] it was more the quality of the actor that we wanted to go for, someone who could have the range from being very standoffish and cerebral and in her head, and then open up and be warmer and interact with the people and be more than, ‘How beautiful.'”

2. Freddie Prinze Jr.’s charm inspired a script rewrite.

“I actually never met with Freddie for an audition. Harvey [Weinstein, the producer] was pushing so hard on Freddie after meeting with him and him being so charming. Then my thing was to say, ‘OK, so the way Zack is written right now, how does Zack really become worthy of Laney?’Because he’s a jerk. Initially it’s these two guys making a bet, and they’re kind of misogynistic at the beginning. And Freddie’s charming. So all of the stuff about being accepted to every school and putting all the letters away and all the problems with his father and the performance art thing — those all came into the script after I had met Freddie.”

3. M. Night Shyamalan was responsible for those script rewrites, including the hacky-sack scene.

“Night’s big thing was [also], ‘How do we pay off the bet? We can’t just say there was a bet and then not show off the bet.’ So there were months of discussion about that. He came up with an idea of when he was in high school, somebody streaked across their campus at graduation, which I thought was fun but I didn’t know quite how to do that given the constraints of our rating and also the time that I had to do it. That’s why I did the graduation with Freddie just getting up and tossing the soccer ball to her.”

4. The movie was called Kiss Me in Europe.

She’s All That really didn’t translate into foreign languages. Nobody had really used that phrase before [anywhere]. I fell in love with this script because of [screenwriter] R. Lee Fleming’s verbiage. He really created a certain language that then became part of the lexicon.”

5. Harvey Weinstein was not a fan of the prom dance scene.

“I knew that I wanted a big dance number, which of course was a long battle with Harvey, as you can imagine. He was not convinced at all that we should be just doing it — ‘How come all these dancers know how to do this dance in the middle of the prom?’ That’s why we went back and shot more Usher stuff [of him] saying ‘Remember what I taught you in dance class’ or whatever. We went back and shot more scenes with Usher in Chicago, which was where he was doing an album, and intercut more. It made Harvey happy. We kept the number in the movie, and that’s all I really cared about.”

6.Harvey may have been so devoted to the movie because he had something to prove to his brother.

“Normally these types of movies were Dimension movies, which would have been his brother Bob, and Harvey said, ‘No, I want to make this a Miramax movie, I want to do it.’ So he had something to prove to his brother that it had to be a Miramax movie. He was very hands-on with all the casting — arm-twisting as only Harvey can — and got us an amazing cast. He was actually very hands-off when we were shooting, but then came in like two or three weeks after I finished shooting. I had a really, really rough assemblage, and he came into the cutting room and sat down and looked at it, and we were all sweating bullets because it had only been two weeks and he looked at it and at the end said, ‘OK, I’m going to put $12.5 million into TV ads for this.’ I went, ‘What? That’s more than we had to make the movie.’ He was incredibly behind it. I don’t know if he was trying to prove that Miramax wasn’t just art films. I truly don’t know. I just know that I’m very thankful.”

7. Sarah Michelle Gellar refused to speak in her cameo.

“She was there visiting Freddie and we asked her if she would come and do it, and she said she would come and do it, but she wouldn’t speak. She wouldn’t say any lines. OK, we don’t know why you wouldn’t say, ‘Thank you,’ or ‘No.’ But that was her thing and she did it. And to get Buffy in the movie was certainly [a big deal] — because at that point, Buffy was huge.

Whether [Freddie] was starting to date Sarah [at the time], I’m not sure. But I do think she was there because of Buffy pickups rather than Freddie now that I think about it. I know that he wanted to take his previous girlfriend to Hawaii and propose and she didn’t go. And that was the beginning of the end of that relationship. That relationship was on the end [as we were shooting the movie].

8. The pubes in the pubes scene were made of cornhusk.

“The little bits at the end of a cornhusk. And then of course there were huge discussions of, ‘No that’s too much,’ ‘No, it needs to be a little bit more.’ How much is too much? Especially when we’re going in with that really long lens and they become giant.

There’s a certain amount of grossness that we wanted to do, because [with] romantic comedies like this, especially in high school, girls decide what movies to go to and the guys just don’t veto it. So in order for them not to veto it, a certain amount of hot girls and a certain amount of gross-out [are necessary], which is why Laney starts at the beginning hocking the loogie, which is a little bit disgusting — but guys are immediately with her and with the movie. And the pube stuff keeps them going so that they can get to the romance later on. We were careful to tread that line.”

9. Matthew Lillard demanded a personal trainer to do the movie.

“He said he’ll do the movie but he needs a personal trainer. And we went, ‘Why?’ And he’s like, ‘Because I want to be buff if I’m going to be in the pool.’ And we went, ‘OK. You want to be buff, be buff.’ So he did. He spent two months with a trainer and then we did his Real World stuff in the beginning, which I shot on video actually, where the rest of the movie was on film.”

10. The opening scene was originally one long shot.

There are a couple of cuts because Harvey made me cut — but it’s originally one long shot all the way to the end of Taylor [Vaughn]’s arrival. There was one line that Paul [Walker] said — he pushes Elden and says something that I don’t remember now — and Harvey thought that it telegraphed too much that he was going to be an asshole at the end of the movie. And then he thought it waited just a little bit too long before Taylor came in. I went, ‘OK, but it’s all one pretty amazing shot.’ And we did like eight, nine, 10 takes on it. Because it involved everybody and they all had to hit their marks. If one person screwed up or one person wasn’t in character or delivered wrong, it was back to the top.”

Bonus 11. A remake doesn’t make total sense.

“It’s so quintessential ’90s, so hopefully if they’re going to do it, they’re going to make it whatever a 2016-version is. But if you’re going to do that, why not just do Pygmalion in high school, why do She’s All That? She’s All That was of the time. It’s like, I could remake Pretty in Pink or 16 Candles, but unless I’m going to use it of that period and of that time with those people, why call it Pretty in Pink? It’s not going to be Molly Ringwald. She’s All That is not going to be Freddie and Rachel. I wish them well. I hope they make it a contemporary version. “

If you ask me, comparing it to Sixteen Candles doesn’t seem complimentary.

According to Roger Ebert:

Sometimes while you’re watching a movie, you can sense the presence of a wicked intelligence slipping zingers into a formula plot. I had that feeling all during “She’s All That,” which is not based on a blindingly original idea (“Pygmalion” and “My Fair Lady” got there first). It’s about how the most popular guy in the senior class makes a bet that he can take a dorky girl and turn her into a prom queen. There’s fun in the plot, but there’s more fun around the edges. The movie stars Freddie Prinze Jr. as Zack, who has the third best grade point average in his class, and is also the captain of the soccer team and dates the beautiful class sexpot Taylor (Jodi Lyn O’Keefe). But Taylor breaks up with him after going to Daytona Beach and meeting Brock Hudson, star of “The Real World,” an MTV show in which real kids are cast more or less as themselves. I only got a quick glimpse, but I think Brock has a tattoo of himself on his right arm.

Taylor is sure she’ll be prom queen. Zack’s buddies bet him he can’t take another girl and make her the queen. He accepts, and chooses Laney (Rachael Leigh Cook), a mousy wallflower who paints down in her basement. In this affluent Southern California community, it doesn’t help that her dad is “Dr. Pool” (Kevin Pollak), owner of a pool-cleaning service.

Will Laney undergo a startling transformation? What do you think? I wanted to applaud when Zack unleashed the classic line, “Do you always wear those glasses?” Of course it is an unbreakable rule of this formula that the ugly duckling is a swan in disguise: Rachael Leigh Cook is in fact quite beautiful, as was Audrey Hepburn, you will recall, in “My Fair Lady.” Just once I’d like to see the “Pygmalion” formula applied to a woman who was truly unattractive.

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.

Consider, for example, the scene where Zack seeks Laney in the fast-food joint where she works. McDonald’s would be too much of a cliche. This is a Middle Eastern franchise: “Would you like to super-size those falafel balls?” Consider a scene that plays in the foreground while Laney’s dad is watching “Jeopardy!” in the background and shouting out the answers. (To a question about the printer of the most famous Bible in history, he shouts out “Hewlett-Packard.” I couldn’t quite catch the question for which his answer is “Lou Rawls” and the correct answer is “the pope.”) Moments like that are almost better than the movie deserves. So is the way the movie treats Taylor, the villainess, who tries to seduce the vain Brock while he’s watching himself on TV and is told to stop getting spit on his chest. And although it’s obligatory to have a party scene at which the bad girl humiliates the good girl by pouring something down her dress, I liked the way Taylor told Laney she was “a waste of perfectly good yearbook space.” High school movies never seem that convincing to me, maybe because all the students seem to be in their 20s and don’t have zits. Freddie Prinze Jr. I learn, is 23, and Rachael Leigh Cook is 20. Still, they have a charm in their roles, muted somewhat in Cook’s case because the plot requires her to be sullen much of the time. She lurks in the basement painting large, dark canvases, and at first Zack doesn’t realize he’s really falling in love with her.

But of course he is. And although she resists his advances (“What is this, some kind of a dork outreach program?”), nothing can stand in the way of the happy ending. Watching the movie, I was grateful to the director, Robert Iscove, and the writer, R. Lee Fleming Jr., for taking this weary material and doing what they could with it. There’s so little wit in the movies today. Too many characters speak in big, clunky declarative sentences that serve only to push the plot ahead of them, like people trying to shove their cars out of the snow. “She’s All That” is not a great movie, but it has its moments.

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