In the amiably derivative teen-makeover comedy She’s All That, Zack (Freddie Prinze Jr.), the senior class president, star jock, and all-around brainiac king of a Los Angeles high school, is dumped by his gorgeous girlfriend (Jodi Lyn O’Keefe), a vixen-bitch queen of the ”Whatever!” elite. To shield his ego, Zack insists that he’s lost nothing — that any girl could be as desirable as the one who just jilted him. To prove it, he makes a bet: His best friend will pick the gawkiest loser at school, and Zack, within six weeks, will woo her and turn her into a prom queen.

It’s not long, of course, before a suitable guinea pig rears her gullible head. Smart, socially inept Laney is a boho wallflower who paints Dark and Disturbed expressionist canvases when she isn’t taking care of her widowed pool-cleaner father (Kevin Pollak) and dweeby, hearing-impaired brother (Kieran Culkin). Newcomer Rachael Leigh Cook, who plays Laney, has delicate small features, creamy skin, and a gaze of remote, frozen winsomeness. She looks like a cross between Natalie Portman and Winona Ryder, though it must be said that in this role, at least, she displays less personality than either of them. All that’s really gawky, or distinctive, about Laney is her glasses, and in an era when models and musicians regularly wear thick dark frames to conceal their beauty as a way to call more attention to it, one hardly need be Pygmalion to glimpse the princess inside the dorkette.

Every generation has its mythical movie moments. As surely as the baby boomers embraced Dustin Hoffman shaking the chapel rafters in The Graduate, the youth audience that followed had that icky, thrilling, love-it-and-hate-it transformation at the end of The Breakfast Club, when Ally Sheedy’s punk weirdo shed her suicide black for the chance to be pretty in pink. The loser had become a winner! Of course, she did it by (small detail) deep-sixing her individuality. She’s All That is like a feature-length extension of Sheedy’s transformation.

In this case, the clothes, to a scary degree, really do make the girl, but the film, rather sweetly, insists that Laney has more on her mind than just fitting in. As for Zack, this must surely be the first high school movie in which the hero’s existential anxiety is defined by his having already been admitted to every Ivy League school in the land.

The two stars are like cool kids pretending to be tortured poets pretending to be cool. Neither can match the screen presence — the shameless self-infatuated ebullience — of Matthew Lillard, who does a wickedly grotesque turn as Brock Hudson, a kind of goggle-eyed Puck manqué in the film’s dead-on send-up of The Real World. His fake tantrums, whiter-than-Vanilla Ice homeboy patter, and wrist-flinging dirty dancing are a heap more fun than any makeover. B-

She's All That
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