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Film / She's All That

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"Is that true? Am I a bet? Am I a bet? AM I A FUCKING BET?!"

She's All That is a 1999 teen romantic comedy film directed by Robert Iscove and starring Freddie Prinze Jr. and Rachael Leigh Cook (in her first leading role). It's a High School modernization of George Bernard Shaw's Pygmalion, which is better known by the musical it spawned, My Fair Lady.

Zack Siler (Prinze) is the Big Man on Campus and has everything going for him: hot girlfriend Taylor Vaughn (Jodi Lyn O'Keefe), his choice of university, school soccer star, student council president. When his girlfriend dumps him for second-hand world reject TV soap star Brock Hudson (Matthew Lillard), Zack bets his friend Dean Sampson (Paul Walker) that he can replace her and make any girl in school prom queen in just six weeks. Dean takes that bet and selects Laney Boggs (Cook), a poor but clever art student, to be the object of Zack's experiment. Zack gets to work.

Laney is at first hostile to Zack's attempts to get close to her; she's odd but likes herself just the way she is. Eventually, though, Zack worms his way into her friends circle and convinces her to undergo a makeover. Just as the two are getting close, Dean decides he wants Laney for himself. He asks Laney to prom, and when she says no, he reveals that the only reason Zack got close to her was to win a bet. Heartbroken, Laney confronts Zack and shouts the now-infamous line: "Am I a bet? Am I a fucking bet?"

Although Laney vows not to attend prom, the night of Dean shows up at her house and offers to take her. At the dance, he brags to his friends about how he's going to sleep with her. A friend of Laney's overhears and reports it to Zack, who tries to stop the proposed carnality. Meanwhile, the Prom King and Queen are being announced. Who will be the winner? Will Zack stop Dean? Will he and Laney reunite? What do you think?

The film was the main source for the 2001 teen parody film Not Another Teen Movie and additionally inspired a Gender Flipped remake, titled He's All That, released by Netflix in 2021.

This movie provides example of:

  • Accidental Misnaming: A starstruck girl is delighted when Zack speaks to her in the opening. She's reminded that he called her Connie, when her name is Melissa.
  • Almost Kiss: Zack and Laney, before Laney makes a joke about prom.
  • Alpha Bitch: Taylor Vaughan. Emphasis on bitch. Its actually hinted in dialogue many times throughout the film that no one — not even her own Girl Posse — can abide her. Indeed, by the end of the movie many of her friends seem to be quite firmly on Laney's side, and Taylor ends up sitting alone with several empty seats around her and bitterly smoking a cigarette at graduation.
  • Bad Job, Worse Uniform: Laney's falafel hat.
  • Bathroom Stall of Overheard Insults: In the men's room at prom, Dean boasts about his plan to score with Laney, unaware that Jesse is in a stall listening.
  • The Bet: Prom variety; unusual in that Zack actually loses the bet, although he does get the girl.
  • Beautiful All Along: One of the trope codifiers, and also provides the page image. Laney loses her glasses, gets her eyebrows plucked and her hair styled - as well as donning a stylish dress - and is instantly thought of as hot.
  • Beta Bitch: Misty and Savannah, the two mean girls who tell Laney to kill herself after the art teacher compliments her. It's implied that they look down on her because they have money, what with them boasting about their Spanish vacation and unneeded scholarships. It's tempting to think that they're more than a little patterned off of Cinderella's stepsisters.
  • Beta Couple: Jesse/Mac, though it's not really stated if they're actually attracted to each other or are Just Friends. Either way, their first meeting is adorable.
    Jesse: Good song.
    Jesse and Mac: (in unison) It's my favorite.
    Jesse: I'm Jesse Jackson. I'm not a good dancer.
    Mac: I'm Mac. I go to a school with 500 chicks.
  • Big Man on Campus: Zack, initially. His popularity starts to slip after Taylor dumps him, but he still makes Prom King at the end of the film.
  • Broken Aesop:
    • Was the message supposed to be that anybody can be special? Well sure you can, as long as you strip away everything that makes you an individual in any way.
    • Has your boyfriend lied shamelessly to you? Well, you'd better forgive him, because he's the best you're gonna get.
    • It's okay to revenge-date.
  • Burger Fool: Laney has a job at some sort of fast food falafel place.
  • Catapult Nightmare: After Zack's bad dream.
  • Cute Clumsy Girl: Laney.
    Chandler: It's just... I've seen you in gym class and... you run like a girl.
    Laney: I am a girl.
    Chandler: Oh, you know what I mean.
  • Deadpan Snarker: Mac, though everyone gets at least a few snarky moments.
  • Did You Actually Believe...?: Taylor drops this on Zack when she reveals that she's leaving him for another guy rather than remaining a couple after graduation, then on Laney when Laney finds out she's "just a bet" and not really popular. Hilariously gets a taste of it herself though when the guy she left Zack for dumps her in order to not miss out on going back on television.
    Brock: Taylor, it's been fun. But did you honestly think I'd leave for "All-Star Road Rules" still dating you? ...Oh, you did? That's sweet.
  • Distracted by the Sexy: Preston get whacked on the ball by a volleyball he was in a position to hit when he get distracted seeing Katie readjusting her bikini top.
  • Expy: Aside from the Pygmalion connections, Taylor has been compared to a defanged version of Chris from Carrie.
    • Misty and Savannah, the two gothy rich girls who bully Laney at the start, really bring to mind Cinderella's wicked stepsisters.
  • Face Doodling: After she passes out, Laney makes good use of a mean girl's makeup bag.
  • Former Friend of Alpha Bitch: Katie's arc.
  • Girliness Upgrade: Laney gets one after Mac gives her a makeover.
  • The Glasses Gotta Go: One of the first steps in Laney's makeover is to take the glasses off.
    • On the other hand, once Laney starts to become more popular, some of her new female fans are shown to start wearing glasses to be like her.
  • Grand Staircase Entrance: The entrance to the prom dance is a rather long and fancy spiral staircase. Laney gets a downplayed version earlier, descending the stairs of her house after her makeover.
  • Green-Eyed Monster/ False Friend: it gradually turns out that Dean is both of these.
  • Hand-or-Object Underwear: See Naked People Are Funny below.
  • High-School Dance: The Grand Finale, complete with a (rather pointless) extended dancing scene.
  • Informed Poverty: Laney is teased with comments like "Isn't your dad my pool man?", yet she lives in a very nice house. Cleaning pools must be a lucrative business in the area. Near the end of the film, her dad actually brings this fact up saying that people seem to think that he's of a lower class because he cleans pools, but he owns his own business and does have a nice house with its own pool and the neighborhood looks like one that would have a lot of pools, so he probably does make a respectable amount of money. The comment was probably just meant to belittle Laney's father for having a blue collar job rather than imply he doesn't make much money from it.
  • Ironic Echo: Several variations on "Did you honestly think I'd _______? Oh, you did. That's so sweet."
  • It's All About Me: Brock Hudson. Nothing says it better than getting a portrait tattoo of yourself.
  • Ivy League for Everyone: Zach got into several Ivy League schools.
  • Jeopardy! Intelligence Test: Subverted; Laney's dad plays, but he gets all the answers wrong.
  • Jerk Jock: Dean fits best, but Zack has his moments, too.
  • Kiss Diss: The first sign Zack's about to get dumped is his girlfriend evades his kiss. Sort of mirrored later, when Zack leaves Laney hanging in an Almost Kiss.
  • Lady in Red: Taylor and Laney at Preston's Wild Teen Party.
  • Liar Revealed: The page quote is Laney's reaction to being told that Zack and Dean made a bet about her.
  • Little People Are Surreal: The performers in Mitch's True Art Is Incomprehensible stage show.
  • The Makeover: Laney gets one courtesy of prodding from Zack and the actual makeover from Mac, leading to her Girliness Upgrade.
  • Male Gaze: Used hilariously doing a beach volleyball match.
  • Meaningful Name: Laney is named after two Winona Ryder characters — Lelaina Pierce from Reality Bites, and Kim Boggs from Edward Scissorhands. Also, her first name is one consonant away from "Lady".
  • Missing Mom: Neither Zack's nor Laney's is around.
  • Moment Killer: Laney does this to herself twice: When she trips on the stairs, and when she makes a joke before she and Zack kiss.
  • Naked People Are Funny: Turns out that losing the bet meant Zack had to show up for graduation wearing nothing but his graduation cap and a volleyball for some Hand-or-Object Underwear. He ditches the volleyball (offscreen, with it landing in Laney's hands for a Reaction Shot) upon going on stage.
  • No Celebrities Were Harmed: Insufferable Real World cast member Brock Hudson is not in any way related to Puck Rainey.
  • Pet the Dog: a couple of Taylor's mean girl friends trying to comfort her after she gets dumped by Brock.
  • Precision F-Strike: With the camera turned away (for ease of editing for network TV), Laney uses the PG-13-rated movie's single alloted F-bomb to glorious effect.
  • Pygmalion Plot: Basically a Setting Update of the Trope Namer.
  • The Reveal: The famous "walking down the staircase" scene.
  • "The Reason You Suck" Speech: After Taylor embarrasses Laney at the party and Laney says this is why she avoids people like her, it backfires on her, prompting Taylor to say that they avoid her and then breaks down how unpopular she is.
  • Rule of Funny: Nigh impossible in Real Life that Zack would actually have been allowed to attend graduation naked (unless he stripped off while everyone was waiting to be called up) but it makes for an entertaining end to the film.
  • Setting Update: Of the Pygmalion Plot.
  • Show Within a Show: The Real World (although that's actually a real show).
  • Steel Ear Drums: Averted, and the aversion played for laughs. When Dean doesn't take no for an answer, it is later revealed that Laney unloaded a foghorn in his ear. When his name is called at graduation, he replies with a "WHAT?!"
    • Played extremely straight with Laney, who was at most an arm length away.
  • Stock Parody: After 1999, "Girl descends the stairs after getting a makeover" became one of these. (Both Not Another Teen Movie and Clone High did it.) Though it was done first in Rebecca.
  • Third-Act Misunderstanding
  • Title Drop: During the prom rap scene.
  • Tomboyish Name: Mac has one. She's also probably the least girly of the three girls in the film, between herself, Laney, and Taylor.
  • Tomboyish Ponytail: Laney sports one prior to her Girliness Upgrade.
  • Ungrateful Bastard: After Taylor wins the prom queen title, she thanks those who voted before starting to chew out those who did not vote for her.
  • Villain with Good Publicity: Villain might be a strong word, and there are plenty of people who dislike her but Taylor does get elected Prom Queen, albeit by a narrow margin.
  • Was It All a Lie??: Laney understandably asks this when she finds out the truth. So does Katie, during the prom, asking Preston how much of this was rigged before being reminded that she was the one who nominated Laney for prom queen.
  • Wild Teen Party: Preston's bash when his parents are out.