A smart jock makes a bet with his friends that he can turn the school outcast into the prom queen.
Robert Iscove, 1999
With only weeks left before graduation, Zack (Freddie Prinze Jr.) is dumped by his shallow girlfriend for a reality TV star. Embarrassed, he makes a bet with his friends that he can give the awkward, artistic longer Laney Boggs (Rachael Leigh Cook) the ultimate makeover and make her the prom queen. After initially rejecting him, she sees him at a performance art show and they start to get to know each other. With the help of his younger sister Mackenzie (Anna Paquin), Zack gives Laney the ultimate makeover, turning her from geek to chic. But as he gets to know her he discovers there’s more to her than he thought, and starts to fall for her.
This movie has a huge cast of famous or soon-to-be-famous turn-of-the-millennium stars, but it’s a pretty by-the-numbers makeover story. Rachael Leigh Cook is adorable, of course – it’s a shame how she sort of disappeared (recurring role on psych notwithstanding), given how charming she is in this and the underrated gem that is Josie and the Pussycats. Freddie is sort of Keanu-esque, in that he’s not great but he’s watchable. We’ve also got Paul Walker as one of Zack’s douchebag friends, Dule Hill as a less douche-y friend, Usher as a radio DJ, Matthew Lillard being pretty great as the aforementioned reality host, Paquin, Clea Duvall as a rich art student,and even a wordless cameo from Prinze’s then-girlfriend Sarah Michelle Gellar (sporting hair that I’m sure she had in an episode of Buffy). Some supporting characters could have used a bit more screentime, like Paquin’s bored private-school firebrand, while some, like Walker’s awful, awful jock, could have used less.
The predictability of the familiar Pygmalion plot isn’t aided overmuch by the dialogue. This is a film that thinks “Super size my balls” is the height of comedic one-liners. The references have dated badly, unlike some of its smarter teen-targeted retelling contemporaries (10 Things I Hate About You and Clueless, for example). It doesn’t have the emotional heft or the wit of its counterparts. Also, speaking of Buffy, it seems like the dialogue was trying really hard to work the same way the dialogue for that show did; there’s a line about “wiggage” that seems like it was a poor cousin of Whedon dialogue. It’s cheesy and insulting to the intelligence of its audience and characters in several ways, particularly to Laney. It’s always problematic to write a “makeover” that takes a cute girl in glasses and overalls and turns her into a cute girl who complies more fully to society’s standards of beauty. Ultimately it feels shallow – there’s a simple “be true to yourself” message, but it lacks complexity. Zack’s intelligence means that he doesn’t have far to go to start caring for Laney, and her anger is more due to isolation than anything, which is made clear by her blossoming fairly early on after being accepted into the “cool” clique. The fact that she “keeps” the makeover look for the whole movie is kind of irritating as well. Ultimately, the nostalgia factor isn’t enough to keep the film afloat.
She’s All That on IMDb