- with cameo by Sarah Michelle Geller (girl in cafeteria)

Sarah Michelle Gellar as hot chick returning cold food in SHE'S ALL THAT Director Robert Iscove hid a lot of obscure references in here. Zach doesn't want to go to his father's old school which is Dartmouth. Zach's father is played by Tim Matheson who was in ANIMAL HOUSE, and one of the writers of that movie drew inspiration for it from his years at Dartmouth. It gets better. At the end of Animal House, we are told that Matheson's character moves to California and becomes a doctor. Zach's dad is a doctor. Unfortunately, the Animal House character is named Eric Stratton and Zach's dad is Harlan Siler.

There is a scene with Kieran Culkin (Simon Boggs) in which a copy of the book CIDER HOUSE RULES is visible. Culkin portrayed Buster in the flim based on that book.

Rachel Leigh Cook and Wynona Ryder (inset) The name Laney Boggs is a combination of the names of two Winona Ryder characters. In EDWARD SCISSORHANDS she was Kim Boggs, and in REALITY BITES she was Laney Pierce. Some say this was because Cook and Ryder look alike.

This is supposed to be a modern version of Pygmalion, and were George Bernard Shaw alive to see it, I doubt he would recognize anything but the bare premise of his play. Eliza, instead of being an illiterate but charming cockney, is mousy, bespectacled, and bookish Laney Boggs (Rachael Leigh Cook). Instead of educating the girl, our hero's design is to turn her into a prom queen.

The Afgan Whigs Freddie Prinze Jr. is the star of the film. Matthew Lillard (Brock Hudson) was Shaggy in SCOOBY-DOO. Clea DuVall (Misty) was Jennifer in THE GRUDGE, and Marcie Ross in the BTVS episode "Out of Sight, Out of Mind".

Gellar has a cameo as hot chick returning cold food.

The school scenes were filmed at the same high school as was Buffy the Vampire Slayer.

Hanson Tyler and Zac are named after members of the musical group HANSON, along with two lesser characters: Mackenzie (after younger Hanson brother Joshua Mackenzie) and Jesse (after Hanson sister Jessica). HANSON has changed a bit since then and now consists of Isaac, Taylor, and Zac.

Not surprisingly, someone made a parody of this film. It was called NOT ANOTHER TEEN MOVIE, and was made two years later. It starred Chyler Leigh, Chris Evans, Mia Kirshner, and Jamie Pressly. The spoof grossed $37,882,551 in the US. The US gross for "She's All That" was $63,319,509.


Among the more interesting music in this film is a Liz Phair song "Baby Got Going", "Sugar", performed by Stretch Princess, and "66" by The Afgan Whigs.


Laney and her painting Zac and his old girlfriend Zac - Freddie Prinze, Jr. Freddie Prinze Jr. and Anna Paquin Literally blue Dressed down cabaret Beach Volleyball Little Red Dress Graduation Pride

Below: Laney (R.L. Cook) being "introduced" by Mackenzie Siler (Anna Paquin) after her make-over:


Sarah Michelle Gellar
        - Girl in Cafeteria
Freddie Prinze Jr. - Zack Siler
Rachael Leigh Cook - Laney Boggs
Matthew Lillard - Brock Hudson
Paul Walker - Dean Sampson
Jodi Lyn O'Keefe - Taylor Vaughan
Kevin Pollak - Wayne Boggs
Anna Paquin - Mackenzie Siler
Kieran Culkin - Simon Boggs
Elden Henson - Jesse Jackson
Usher Raymond - Campus D.J.
Kimberly 'Lil' Kim' Jones - Alex
Gabrielle Union - Katie
Dulé Hill - Preston
Tamara Mello - Chandler
Clea DuVall - Misty
Tim Matheson - Harlan Siler
Debbi Morgan - Ms. Rousseau
Alexis Arquette - Mitch
Dave Buzzotta -
          Jeffrey Munge Rylander
Chris Owen
        - Derek Funkhouser Rutley
Charlie Dell - Man in Falafel Barn
Michael Milhoan - Principal Stickley
Carlos Jacott - Prom Photographer
Ashlee Levitch - Melissa
Vanessa Lee Chester - Girl #2
Patricia Charbonneau - Lois Siler
Katharine Towne - Savannah
Wendy Fowler - Harmony
Flex Alexander - Kadeem
Robert Baglia - Beatnik
Debbie Lee Carrington - Felicity
Clay Rivers - Gustave
Sara Rivas - Vampire Girl
Jarrett Lennon - Naylon
Brandon Smith - JV Cleaning Boy
Milo Ventimiglia - Soccer Player
Kente Scott - Sophomore Boy
Rakefet Abergel - Student
Richard Chaim - Bartender
Sean Michael Guess - Art Patron
Levi Holiman - Horseman Bully
Guy Kochlani - Student
Johnny Torres - Partygoer
Rainbow Underhill - Goth Student
Audrey Wasilewski - Student


Dancers: Christian Vincent, Kim Cottom, T.J. Espinoza, Brian Friedman, Tony Fugate, Caroline Girvin, Alicia Gilley, Scott Hislop, Jennifer Lee Keyes, Richard Kim, Stephanie Landwehr, Dani Lee, Joe Loera, Mayah McCoy, Ayesha Orange, Robert Schultz, Josh Seffinger, Sarah Christine Smith, Christopher Smith, Bree Turner, Christine Vincent, and Jerry Randolph.

Rappers: Amon Bourne, Takbir Bashir, Anthony Rivera, and Click Tha Supah Latin.