On its 20th anniversary, ‘She’s All That’ is a complicated relic of 90s moviemaking

It’s the final stretch of senior year of high school and the sun is blazing in California, but that doesn’t stop class president Zack Siler from traversing the outdoor campus in a thick letterman jacket. Zack is smart enough to earn acceptance to multiple Ivy League colleges, yet it seems as if he (and the entire school) is hardly attending class. The student body spends most of its time in the quad, campaigning for Prom Court or coordinating impromptu freestyle rap sessions.


Zack may be, as his friend Dean eloquently notes, “class president, standout athlete, [and] all-around bad-ass mamba-jahamba,” but he’s at risk of becoming a “bitch boy” after his girlfriend Taylor dumps him for an actor on MTV’s The Real World. As they leer at female passersby Zack says of one student, “short, decent rack, kind of a Chelsea Clinton thing going on.” The year, obviously, is 1999.

Every once in a while a high school movie perfectly captures adolescence at a moment in time, as Dazed and Confused did with the 1970s or John Hughes did with a string of movies in the 1980s. She’s All That is a bizarre cousin to this tradition. It’s a movie so utterly idiosyncratic that it feels as if it’s embodying a specific experience, but the setting is so surreal that it resembles more of a funhouse mirror than any recognizable reflection. She’s All That is more useful to examine as a time capsule for how Hollywood portrayed teenage behavior than as a reliable relic of adolescence.

It’s incredible how many familiar faces and late 90s/early 2000s cultural touchpoints are crammed into She’s All That’s 95 minute runtime. Paul Walker plays Dean, a handsome bully who says things like “check out the bobos on superfreak” and almost certainly became a fraternity chapter president after he graduated. Kiernan Culkin rides around on roller blades and begs Zack to play Sega with him. Anna Paquin shows up to play Zack’s sister and calls him a “bitch magnet.”

The final romantic embrace of the film is set to “Kiss Me” by Sixpence None The Richer. Taylor’s friends, led by Gabrielle Union, are alerted to her breakup from Brock of The Real World via pager. Musicians of the era pop up: Lil Kim plays a member of Taylor’s posse and Usher plays the high school DJ (???), leading a strikingly well choreographed routine to “The Rockafeller Skank” by Fatboy Slim. It’s as if the film’s creators saw Clueless and said “let’s do that, but strip out all the self-awareness and crank up the ridiculousness a notch.”

One of the film’s most emblematic characters of this era is Laney Boggs, the “she” in possession of “all that.” After Taylor dumped Zack, Zack made a bet with Dean that he could make any girl prom queen, and they settle on Laney. She’s quiet and socially isolated, passionate only about her art and vaguely anti-corporate beliefs. Laney keeps to herself and is happy to do so until Zack’s aggressive attempt to befriend her forces her to open up.

Laney isn’t aesthetically beholden to the late 90s in the same way that Brock is with his thin sunglasses or Zack is when he says things like “major wiggage.” But the film’s treatment of her character might be the most representative aspect of the film’s 90s ambassadorship. Laney is described as a “project” and presented as an object to be won at the hand of lighthearted competitive masculine bravado.

She’s All That, I think, at least nominally condemns the grossness of the initial bet made between Zack and Dean. But the “heart” of the movie comes from Zack’s transformation: what started as a bet becomes not only infatuation with Laney but also a broader maturation of his character.


This change occurs, however, through some repugnant behavior. After Laney rejects Zack at school, he shows up at her job. “Stalking is illegal in all 50 states,” she tells him. Later, he shows up unannounced at her house and refuses to leave until she goes to the beach with him. After she denies his invitation to go to a party later that day, he shows up at her house unannounced again. He brings a thin red dress for her to put on and brings his sister in tow to give Laney a forced makeover. Laney’s subsequent beauty after Zack’s Pretty Woman moment is entirely attributed to his vision; Laney has little to do with it.

This is familiar territory for the era: stalking was not a common trope in late 90s rom-coms, featuring prominently in films like There’s Something About Mary and later romanticized in early 2000s films like Love Actually. What’s notable about She’s All That is how the film names it specifically but allows it a free pass. Laney is understandably crushed when she finds out about the bet, but all it takes for her to forgive Zack is Dean being a shittier human being in comparison and a voicemail Zack leaves her saying “I know I made a mistake. But I’ve been doin’ some thinking.”

Laney’s forgiveness of Zack’s objectification of her not only condones his romantic pursuit, but also his larger treatment of her as a “project.” Zack doesn’t just fall for Laney; he tells her to switch out her glasses for contacts, revamps her wardrobe, and tells her how she should handle her grief over her mother’s death. The forced change does go both ways: Laney pushes Zack to make up his mind about college and take charge of his own decisions. But while Zack’s transformation is rooted in his asserting his own autonomy, Laney’s is rooted in relinquishing her own.

This is not to say that She’s All That doesn’t work. It’s a highly re-watchable comedy, and the connection between Zack and Laney is goofy and sweet in spite of it all. In fact, maybe the problem is that it does work so well. It’s hard to hate a movie that’s so damn charming.

Revisiting She’s All That, I found myself considering that perhaps the reason the movie works in spite of its regrettable gender power dynamics is the same reason it remains a memorable relic of 90s cinema: it presents some surreal, vaguely recognizable half-truth, one step removed from reality. When Hollywood makes stories that are distinctly unreal, it gives them license to create false narratives, because their outlandishness seems to strip them of consequence.

It’s why Laney’s quip to Zack in their final romantic embrace is so telling. “I feel just like Julia Roberts in Pretty Woman,” she says as they sway in her backyard. Pretty Woman, like She’s All That, is another heartwarming rom-com founded on a man’s forced transformation of a woman. That Laney would identify with that film says a lot about where the values of She’s All That lie.

I want to be clear: I enjoy both She’s All That and Pretty Woman. But their charm masks the mechanics of gender dynamics we might otherwise find repugnant, and it’s at least worth considering the impact of celebrating such stories. Miramax produced She’s All That, which means Harvey Weinstein’s name flashes in big bright letters on screen in the opening credits. I don’t think it’s totally an accident that a story that so unapologetically presents toxic male power as something to be sympathized with was financed by a man who used his power to abusive ends. The stories we choose to tell on screen are reflective of, and reinforce, the ones we tell ourselves about real life.

In 2015 The Weinstein Company and Miramax planned to remake She’s All That. The project never came to fruition, and two years later Weinstein’s career was over after revelations about his history of sexually assault. In the years since the planned remake, rom-coms have been markedly different from the mold of She’s All That, eschewing the male savior complex in films like Trainwreck or heteronormativity in films like Love, Simon.

So is it wrong to love She’s All That? No, of course not. Rachel Leigh Cook is delightful, and the prom scene is timeless. But it is worth keeping in mind the bad with the good, and appreciating how it might be a good thing that She’s All That feels like increasingly like a memento of a time gone by. I’m glad the movie exists, but I’m even more glad the movies are starting to reflect that you don’t need to be a creep to be an all-around bad-ass mamba-jahamba.