Rated PG-13 - Running time: 1:35 - Released 1/29/99

There have been numerous versions of George Bernard Shaw's Pygmalion story produced on big and small screens, the most popular of which is probably 1964's My Fair Lady. But the worst, and latest, version of the story is Miramax's She's All That, written by Lee Fleming, directed by Robert Iscove, and starring Freddie Prinze Jr. (I [Still] Know What You Did Last Summer) and Rachael Leigh Cook (Living Out Loud). This one is set in an affluent high school in southern California and populated by many attractive young people who would have trouble acting their way out of a wet paper bag.

Zach Siler (Prinze) is the class president who is dating Taylor (Jodi Lyn O'Keefe, Halloween: H20), the hottest girl in school. The couple seem destined for prom king & queen-dom, until Taylor dumps Zach for Brock (Matthew Lillard, Scream), who is marginally famous from being on the pretentious teen show The Real World. But Zach brags that it doesn't matter; with his charm and clout, he could elevate any girl to the height of popularity — even get her elected prom queen. Seeing this as a challenge, Zach's friend Dean (Paul Walker, Varsity Blues) bets him he can't do it. So the deal is made: Dean will pick the geekiest, least popular girl in school, and Zach has 6 weeks to establish a relationship with her that will result in her becoming the belle of the ball.

After some speculation involving the few less-than-attractive girls at the school, Dean picks Lainie Boggs (Cook), art student, introvert, and geek extraordinaire. Of course, it is patently obvious the moment we lay eyes on Lainie that she will become a full-fledged hottie the moment she takes her hair down and loses the Buddy Holly glasses and the bib overalls — we've all seen it before on The Brady Bunch. After her transformation, Zach discovers his growing — uh — feelings for her (which, by the way, transform him into a mature, caring human being). Along with this, we follow Taylor's insipid relationship with Brock, and Dean's increasing concern that he'll lose the bet.

The acting in this film is almost as bad as the script — with the possible exception of Lillard, whose openly conceited character, wallowing in self-importance, pokes a jab at the Real World TV show which is famous for such wallowing. When Cook, with tears eye-droppered onto her cheeks, said, "I feel like Julia Roberts in Pretty Woman," I couldn't help thinking, you wish. Prinze's character has no foundation; nothing below the surface layer. Since the rest of the characters are not even intended to be any deeper than the movie screen on which they're projected, I fault director Iscove, who has plenty of experience (but only in TV), as much as writer Fleming, who has no experience anywhere.

There are a few saving graces to this thin piece of celluloid. About halfway through the film, there is a cool rap by three students about Lainie's new position as the most sought-after girl in school. And a spectacular dance number during the prom sequence earns a star all by itself. Dancing to the music and calls from the school DJ (Usher Raymond), the entire student body does a complex, well choreographed Bob-Fosse-meets-Michael-Jackson number that exudes energy unseen since the "hand jive" bit in Grease. Few of the principals are clearly recognizable, of course; this was where the regular cast went on break while the dance pros stepped in.

But the dance stops eventually, and then those darn kids start talking again. Way to ruin the mood. **

Copyright 1999 by John R. McEwen and The Republican

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