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There are some movies that make me just stop what I'm doing and watch. Braveheart, Clear and Present Danger, Casino Royale, Godfather I and II, Goodfellas, Top Gun are just a few that come to mind. Not all are classics, but all have _something_ to them that engrosses me. She's All That is one of those movies.

Yes, Rachel Leigh Cook is so so cute. Fuggedaboudat. Watch her. See if she delivers one line as if she memorized it, as if she's repeating what someone else wrote. There's not one unnatural act or utterance from her. She is completely believable, and because her character rings so true, you cannot help but empathize with her, and that is what makes the movie -- when she wins out in the end, you're happy she did because she makes you care about her. She's as good as Kate Blanchett was in The Aviator (completely different movies, completely different roles, by Blanchett deservedly won an Oscar). She has that character absolutely nailed, you won't see - can't see -- a better performance.

(And for what it is worth, this may be Paul Walker's best performance. I credit the director for getting the performances that he did out of cast of young actors not generally known for their talent.) As for the rest of the movie, you've seen it before, but so what? Star Wars is Battle of Britain, set in the future with a backstory, no one holds that against it. The choreographed dance scene is great, and it IS well cast and it IS well acted, clichéd or not.

King of high school Zach Siler (Freddie Prinze Jr.) is unceremoniously dumped by hot queen Taylor Vaughan (Jodi Lyn O'Keefe) for an idiot realty TV star (Matthew Lillard). While bragging about his prowess, he's challenged by his douche friend Dean Sampson (Paul Walker) to remake class freak Laney Boggs (Rachael Leigh Cook) into a prom queen.

It's sort of like a modern adaptation of Pygmalion. This and other teen movies are prime to be mocked. RLC is a hot girl, and of course we only realize it after she takes her glasses off. But every genre has it's own clichés and it's own stereotypes. It doesn't negate the genre. This is a prime example of a movie taking all the clichés and making it all work for them.

The most important part is definitely RLC. She does the grumpy girl and the sweet girl. And she does both by being the cutest ever. There are also some great young actors of that era including Anna Paquin, Dulé Hill, and Gabrielle Union. The cast is a young energetic group.

A pretty good movie loosely based on the 60's musical 'My Fair Lady' where an ugly duckling becomes a swan. The only problem I saw with the casting is that the duckling (Rachael Leigh Cook) had twice the looks of the Swan (Jodi Lyn O'Keefe) at the start of the movie. The acting is pretty good, although Matthew Lillard overacts as usual. A simple feel good movie.

Silly but fun teen romantic comedy about a high school jock (Freddie Prinze, Jr.) who bets his friend (Paul Walker) that he can turn a geek (Rachael Leigh Cook) into the prom queen. Flimsy updating of Pygmalion is hard to hate. It doesn't take itself seriously in the least. Yeah it's absolutely ridiculous that Rachael Leigh Cook, an exceptionally pretty girl, would be considered unattractive just because she wears glasses and overalls. But you just roll with it because it's cute and fun. The cast is very likable and the script is good for this type of movie. Matthew Lillard steals pretty much every scene he's in. It's fluff but you'll be smiling when it's over. Can't see the harm in that.

When high school jock Zak is dumped by his prom-queen style girlfriend, he rashly says that he doesn't need her and that any girl he dates will become the prom queen. A friend takes her up on the bet and picks geeky art student Laney. Zak tries to get close with limited success but gradually he begins to get to know her and they become friends – now all he has to do is get her accepted by the jet set.

How many teen movies do we need, with their similar themes of jocks and geeks and the seemingly revolving casts? Here we get yet another retelling of Pygmalion except here it doesn't really convince as a comedy or a story. The plot isn't particularly imaginative and feels lifeless and a little flat as a result like it has no spark of it's own. The other problem is the fact that Laney is actually quite good looking before `the change' – I prefer her look before Zak supposedly made her better.

The film needs to pander to the teen audience so we get the obligatory `gross out' comedy in a few scenes which are funny but outside of that it's really very light melodrama between Zak, Laney and the jocks/cheerleaders.

Prince is annoying but is actually alright here despite having a cardboard jock character. Cook is good as Laney but it's a shame that the film sees some sort of victory of making this geeky arty girl into a beautiful Valley girl type that conforms to the pack. What message does that send out to teenagers? At one point Zak says that he'd rather work with fat or ugly than Laney – but really she is only acceptable because she is pretty and not fat or ugly. The rest of the cast are a range of teen actors who you'll recognise from other films who do nothing out of the ordinary. Usher has a cool cameo – but why did Lil' Kim take a role that was barely a support character? I hate Matthew Lillard with a passion but here he does a good job sending up those reality TV `celebrities' and is very funny in his handful of scenes.

Overall this is an acceptable teen film but really never gets to the point where you could call it more than good. The story lacks spark or imagination and the comedy is either crude or too slight to be funny. It's watchable but it's not all that.