It stars Freddie Prinze Jr., Rachael Leigh Cook, Matthew Lillard, Paul Walker, Jodi Lyn O'Keefe, Kieran Culkin and Anna Paquin.

Zack then goes by her house and asks about her mother, who died when Laney was young, and talks about his father, who is pressuring him to go to Dartmouth for college.

Laney's friend Jesse overhears, and he and Mack rush to warn Zack, who has taken the stage with Taylor as Prom King and Queen.

On the day of graduation he appears onstage nude except for cap and a soccer ball, getting applause from the crowd and a smile from Laney.

"[6] According to director Robert Iscove, Miramax co-head Harvey Weinstein was very involved in script development and casting, and was able to get great actors in very small parts as a personal favor.

[8][9] Kevin Pollak said he signed up for the movie in part because he was impressed with Freddie Prinze Jr.’s performance in The House of Yes a few years earlier and was interested in working with him.

In a 2002 interview, M. Night Shyamalan stated that he polished the screenplay while adapting Stuart Little and writing a spec script for The Sixth Sense.

[15][16] Producer Richard N. Gladstein said that the script "was pretty much done" already, but that Shyamalan's changes "helped enormously with the relationship with Kevin Pollak [who played Laney's father, Wayne]".

[17] Fleming included various pop culture references in his script: Laney Boggs was named after two characters played by Winona Ryder, Kim Boggs from Edward Scissorhands and Laney Pierce from Reality Bites;[8] the characters Zack and Taylor were named after two of the three members of the band Hanson.

[5] Iscove was well aware that it was implausible to suggest Rachael Leigh Cook was ugly, but said it was standard practice in Hollywood to cast "the beautiful girl" and that it requires the audience to suspend their disbelief: "You either go along with it or you don't go along with it."

Comparing Laney's transformation to that of Clark Kent into Superman, Iscove said casting the role was more about finding an actor who had the range to give the necessary performance.

Iscove was also a choreographer and wanted to expand and embellish the prom scenes, while also showing the Weinsteins how musical numbers could work in films.

Costume designer Denise Wingate said, "We had no budget so we had to be really creative—everything in that prom scene was white, black, and gold, and we got it all from The Salvation Army and just completely reworked it."

The website's critics consensus states: "Despite its charming young leads, She's All That can't overcome its predictable, inconsistently funny script.

Siskel gave a positive review and wrote, "Rachael Leigh Cook, as Laney, the plain Jane object of the makeover, is forced to demonstrate the biggest emotional range as a character, and she is equal to the assignment.

Even the prom queen election is only a backdrop for more interesting material, as She's All That explores differences in class and style, and peppers its screenplay with very funny little moments."

[27] Stephen Holden of The New York Times praised Cook for her performance, comparing her to Winona Ryder, saying, "Unlike so many actors playing smart young people, she actually projects some intelligence along with a sly sense of comedy.

"[28] Mick LaSalle of the San Francisco Chronicle calls it "About one idea short of being an excellent teenage romance.

LaSalle criticized the film for running out of plot about halfway, saying the "story line is stretched to the breaking point.

He commented the film is "intermittently funny" and praised Matthew Lillard's performance, calling it the best thing in the picture.

[29] Geoff Berkshire of Variety was critical of the lack of originality, and wrote, "Suggesting that Miramax needs to put Kevin Williamson on permanent retainer if it's going to remain in the teen-pics field, She's All That notably fails to bring to comedy the insight that the Williamson-penned Scream brought so memorably to horror".

[30] Jane Ganahl of the San Francisco Examiner wrote, "And once, just once, I'd love to see a teen flick that doesn't send out a message to young girls that to be acceptable, you have to conform.

"[31] William Thomas of Empire criticized the film, saying that despite a few scenes, "The rest is just breezy propaganda for American high school fascism", and "The most worrying thing about She's All That is its message.

The 'ugly duckling' (specs, dungarees, art-lover) must conform (she gets a makeover and the boys notice her "bobos" for the first time) to fit in.

In September 2020, a gender-swapped remake of the film was announced, titled He's All That, with Mark Waters to direct, original screenwriter R. Lee Fleming Jr. to write, and starring Addison Rae and Tanner Buchanan.

[42][43] That October, Myra Molloy, Madison Pettis, Peyton Meyer, Isabella Crovetti, and Annie Jacob were cast.