20 Years Later, She’s All That Needs Its Own Makeover Montage

According to a recent study by the USC Annenberg Inclusion Initiative, film criticism is a field overwhelmingly dominated by (surprise, surprise) white men. Not anymore. In Refinery29's new series, our woman movie critic will give fresh consideration to the movies we love, hate, or love to hate. It's time for a rewrite.

In Hollywood,1999 is the stuff of legends. It’s a year that gave rise to classics in every genre, from science fiction (The Matrix, The Phantom Menace), to horror (The Sixth Sense), rom-coms (Runaway Bride, Notting Hill), Oscar-bait dramas (American Beauty, The Cider House Rules, The Green Mile), and Brad Pitt (Fight Club). Twenty years later, we’re still left wondering what strange confluence of events led to The Talented Mr. Ripley, Eyes Wide Shut and Austin Powers: The Spy Who Shagged Me hitting the big screen in the same 12-month span.

But even among those remarkable titles, one stands out. Outrageously quotable (“Jump up my ass!” “Hoover it!”), with a stellar cast, even more iconic cameos (Usher! Lil’ Kim!) and a soundtrack that triggers instant, visceral flashbacks, She’s All That kicked off 1999’s memorable wave of fantastic teen movies. American Pie, 10 Things I Hate About You, Cruel Intentions, Never Been Kissed, Varsity Blues, Jawbreaker, Drop Dead Gorgeous, But I’m a Cheerleader, The Virgin Suicides, Election, Girl, Interrupted — just as John Hughes’ oeuvre did for the 1980s, these films taught an entire generation how to navigate the fraught four years of high school, for better or worse.

Directed by Robert Iscove, with a script by R. Lee Fleming, She’s All That is so rooted in our cultural understanding of teen movies that a world without it now seems unimaginable. Distributed by Miramax (then run by Bob and Harvey Weinstein), it was an instant hit, debuting at #1 at the box office on January 29, 1999 — Super Bowl weekend — and grossed $103 million worldwide, more than 10 times its roughly $10 million budget. I don’t even remember the first time I saw it — it was simply always there, played at sleepovers, impromptu hangouts, and later, on cable.

Today, the film feels like a genre unto itself, its most iconic moments referenced in everything from then-contemporary films like Jay and Silent Bob Strike Back and Not Another Teen Movie (which famously parodied most teen movies of 1999), to more recent TV shows like Scream Queens, Superstore, Brooklyn Nine-Nine, Broad City, and The Unbreakable Kimmy Schmidt. Just last week, ABC’s Schooled aired a She’s All That-centric episode. Rumors like the disputed claim that M. Night Shyamalan ghost-wrote some of the script has only served to fuel the She’s All That legend.

And yet, when the movie hit theaters, it was dismissed by critics as formulaic, toothless — adolescent, in the worst sense of the word.

At Variety, Godfrey Cheshire wrote that it “makes the current Varsity Blues look like Citizen Kane by comparison,” adding that “never coming within a mile of a fresh idea, pic’s story offers a variation on a premise seen in movies since time immemorial.” The A.V. Club’s Keith Phipps ended his review pointing out that the whole thing “should look hilariously dated in a matter of minutes.” Stephen Holden, writing for The New York Times, called it “essentially a formulaic comedy, but it has enough glimmerings of originality and wit to make you wish it were much bolder and funnier than it turns out to be.” And though Owen Gleiberman at Entertainment Weekly gave the film a B-, he too dismissed She’s All That as an “amiably derivative teen-makeover comedy,” touting Ally Sheedy’s transformation at the end of Hughes’ The Breakfast Club as the more “mythical” equivalent of Laney Boggs’ (Rachael Leigh Cook) now-iconic makeover scene.

If it’s been a while, here’s the gist: Zack Siler (Freddie Prinze Jr.) is the ultimate California golden boy. He’s smart, handsome and a soccer star, which in high school terms qualifies him for deification. So, when his It Girl girlfriend Taylor Vaughn (Jodi Lyn O’Keefe) leaves him for Brock Hudson (Matthew Lillard), a former Real World contestant who likes watching his own re-runs more than sex, Zack is launched into a full-blown identity crisis. To cope, he bets best friends Dean (Paul Walker) and Preston (Dulé Hill) that he can turn any girl in school into a potential prom queen in just six weeks. The lucky contender? Laney Boggs (Cook), an art student you know is dorky because she wears glasses and overalls. And thus, a classic “fall for the one you think you hate” love story is born.

That mostly-male critics overlooked the potential cultural impact of such a film isn’t surprising. More than a decade had passed since the John Hughes peak of 1980s teen films (Sixteen Candles, Breakfast Club, Pretty in Pink, Ferris Bueller’s Day Off), and the genre had been skewered in 1988 with the searing arrival of Heathers. She’s All That was lighter, less angsty than 1994’s Reality Bites, less ditz-ily charming than 1995’s Clueless, and less cool than Empire Records. It was weird (the hacky sack performance art!), and quirky and sometimes downright surreal: in one of the the film’s highlights, the whole prom suddenly moves in a perfectly synchronized choreography to Fatboy Slim’s "The Rockafeller Skank.” Those elements feel more in tune with the viral appeal of Internet-fueled obsessions like Mamma Mia 2: Here We Go Again than a film made when flip phones were still a high-tech luxury.

But what is striking in reading these 20-year-old reviews is what’s not there. No mention of Zack’s casual misogyny, which prompts him to believe that girls are interchangeable. Can’t have Taylor? No problem! He can just find a new body for his popular girl mold. Nor do any of critics I read point out the fat-shaming (“Fat I can handle,” Zack says when Dean picks Laney. “Weird boobs, bad personality, maybe some sort of fungus. Scary and inaccessible is another story.”), or the careless way in which Dean’s sexual harassment of Laney is played for laughs at the end of the movie. (That last part feels even more icky now, given the prominent role Harvey Weinstein and his company, Miramax, played in the film’s production.) All those things are treated as inherent to the high school movie trope — tiresome and repetitive perhaps, but not problematic.

Watching She’s All That as a woman in 2019 is to grapple with a love-hate relationship. On the one hand, certain aspects — like those mentioned above — feel dated, and distasteful. Zack’s biggest problem — he got into too many Ivy League schools, and can’t decide how to tell his dad he might prefer Yale to Dartmouth! — is the epitome of unchecked white privilege. And not only does Laney obviously fit into conventional beauty standards from the start (shocker, glasses can’t hide perfect bone structure), the idea that she somehow has to change who she is to become a better person/woman/love interest feels so passé in our current culture of self-acceptance. It was wrong for Grease’s Sandy back in 1978, and it’s wrong for Laney.

It’s a movie that plays on women's deepest insecurities to present us with the pinnacle of aspiration, one that any girl who felt weird, and inadequate in high school will recognize, no matter how smart, how confident, or badass. What if I, too, could be prom queen? What if behind pimples, and braces, and ill-fitting low-rise jeans lies a potential knockout, if only someone would see it? It’s a whispered promise that no matter how bad things get, you have the power to be “the new, not improved, but different” version of yourself.

Still, She’s All That redeems itself by showing us that the person who really needs to change isn’t Laney, despite what the laws of high school would have you believe. It’s Zack. In the end, he’s the one who has to get over his bullshit in order to win over a girl who’s out of his league intellectually and emotionally. That glimmer of wokeness makes me wonder what this movie would be like had it been written and directed by women. Would we have gotten to know a more complex version of Laney, rather than one filtered through external gazes?

Earlier this year, Cook told Glamour that this is something that was on her mind even during shooting: "The male gaze was part of that movie, which is a little odd considering it’s a female-geared story," she said.

In the same interview, O'Keefe added that she also felt troubled by the lack of women's' perspectives on set. "I remember feeling like the lack of women in charge was a disconnect," she said. "I was always looking for where the women were. I can remember that, from very early on, there were always women in the hair and makeup department. There were always women in the costume department. I was always wondering, 'Where are the female directors? Where are the female producers?' At the time I didn't have any answers for it."

But even with these failings— and the Weinstein connection truly does give pause — the film remains an overall delight, in large part due to the cast. Even as the entitled Zack, Prinze Jr. gives off major Ryan Gosling sensitive gooey-eyed vibes — can you blame Laney for succumbing? Cook, despite her radiant good looks, gives a great portrayal of a woman who’s never thought about them for a second, and why should she? Taylor, that poor mess of a girl, is made human by O’Keefe, even as she delivers caustic lines like: “To anyone who matters, you’re vapor.” Who among us has not fallen for a loser scam-artist and immediately regretted it? Lillard, for his part, so accurately hones in on that particular brand of D-list reality star fame that I firmly believe Brock is ruling that bizarro Hollywood, Kardashian-style, today. (But nothing, not even the late Paul Walker’s 100-watt smile, can redeem Dean from being a scumbag predator.)

And then there’s the powerhouse supporting players: Kieran Culkin (yes, from Succession) as Simon, Laney’s brother; Anna Paquin as Zack’s sister Mac, the genius behind the strappy red dress; Gabrielle Union in her first film role ever; and Kevin Pollack as Laney’s dad, whose poor attempt at Jeopardy is one of the movie’s funniest moments.

Teen movies come in waves. Nearly two decades after She’s All That, 2018 gave us a whole new slew of high school heroes to root for: Love, Simon broke barriers by showcasing a gay love story in an otherwise textbook teen rom-com; Blockers proved that young women could own their sexuality without permission from the men around them; The Hate U Give put the life and death concerns of Black teens front and center; and To All The Boys I’ve Loved Before revitalized the genre with a fresh, insightful look at what it means to be a teenage girl — and a scorchingly charismatic male lead.

All of these movies owe a debt to She’s All That, and the surge of teen movies that it heralded — they’ve just given the genre a modern makeover that would make Laney Boggs proud.