She

This charming update of Pygmalion (by way of the John Hughes oeuvre, most notably Pretty in Pink) rode the crest of the late-'90s wave of immensely popular teen films (Varsity Blues, etc.), thanks primarily to the immense charisma of its two leads, Freddie Prinze Jr. and Rachael Leigh Cook. When school star Zach (Prinze)--who's a jock, smart, and popular--gets dumped by vacuous Taylor (Jodi Lyn O'Keefe) after spring break, he's left dateless for the all-important prom. With a little goading from his less-than-sensitive best friend (hunky Paul Walker), he bets that he can make any girl into prom queen a mere eight weeks before the dance. The object of their wager: misfit Laney (Cook), a gawky art student too busy with her paintings and taking care of her brother and dad to worry about school politics. However, after a couple looks from Zach, and a few dates that reveal him to be a hunk of substance, Laney's armor begins to melt--and her stock at school soars. Soon enough, she's the lone candidate for prom queen against the bitchy and relentless Taylor. What elevates She's All That above the realm of standard teen fare is its mixture of good-natured fairy-tale romance and surprisingly clear-eyed view of high school social strata. The lines of class are demarcated as clearly as if in a Jane Austen novel, but the satire is equally deflating and affectionate. Sure, high school could be bad sometimes, but it was lots of fun too; this is a movie good-natured enough to take time out for an extended hip-hop dance number at the prom. Director Robert Iscove (who also helmed the Brandy-starring TV adaptation of Cinderella) has also assembled a great young cast, including a scene-stealing Anna Paquin as Zach's no-nonsense sister, Kieran Culkin as Laney's geeky brother, and a stupidly goofy Matthew Lillard as a Real World cast member whose arrival shakes things up a little too much. And amidst all the comedy and prom drama, you'd be hard-pressed to find two teen stars as talented, attractive, and appealing as Prinze and Cook. Prinze is an approachable and sensitive jock, though it's Cook who's the true star, investing Laney with confidence, humor, and heart. Like Zach, you'll be hard-pressed not to fall in love with her. By the story's end, both Cook and the film will have charmed the socks off of you. --Mark Englehart