She's All That is a 1999 romantic comedy film, directed by Robert Iscove, and is a modern remake of George Bernard Shaw's Pygmalion (which was also the basis for the musical comedy My Fair Lady starring Audrey Hepburn and Rex Harrison).

Zach Siler (Freddie Prinze, Jr.) is a popular soccer player and Class President of his high school. On the day back from Spring Break, his popular girlfriend, Taylor, dumps him. Zach alleges that Taylor is replaceable. That's when Zach's best friend, Dean, says it's impossible. They both bet that Zach can turn any girl into prom queen within six weeks. While walking around the school, Dean picks out Laney Boggs (Rachael Leigh Cook) as his choice for Zach to turn into prom queen.

Zach embarks on a mission to turn Laney from a geek into a prom queen. The first time Zach tries to approach Laney, she leaves him feeling weird. Zach constantly tries as Laney is forced by peers and embarrassment to hang out with Zach. The film's signature scene is the unveiling of Laney's transformation as she steps down a staircase as "Kiss Me" by Sixpence None the Richer plays in the background.

At a party, Taylor confronts Laney. The next day, Taylor's boyfriend breaks up with her and Laney is surprisingly nominated for Prom Queen as almost half of the student body is going for Laney. Dean accuses Zach of mixing business with pleasure and he doesn't mind if he gets a little action himself from Laney. Zach and Dean have a little push and shove.

Zach's bet is preventing him from his true feelings with Laney, realizing that his past relationships have been nothing but superficial. Dean asks Laney to the prom. When Laney is confronted by Zach about going to the prom with Dean instead of him, Dean reveals the bet to Laney. Laney is so upset that she refuses to go to her senior prom until Dean shows up to pick her up.

At the prom, Laney is approached by her art teacher and said that she was so proud of Laney's final project (which she started working on since she met Zach) that she faxed all colleges she applied to with excessive positive remarks. The teacher tells Laney that whatever has brought that spark out in her to not let it go. Laney looks at Zach with emptiness. In the bathroom, Dean brings out a key to a hotel room and tells everyone that he's going to get 'lucky' with Laney that night. His peers tell him he's not going to get any. Laney's best friend overhears the conversation and runs to tell Zach. The Prom King and Queen are announced. Zach is picked Prom King. The announcer says that it was a close race, but Taylor eventually wins Prom Queen. Zach finds out about Laney and Dean too late, they had already left.

Laney arrives at her house. Zach is revealed to be there as Laney explains how she fought Dean off using a device that is as loud as a foghorn, which she put next to his ear. Zach reveals his true feelings for Laney and asks for forgiveness. Laney forgives him and they both kiss. Laney asks Zach what would happen now that he lost the bet. Zach says that he never backs off from a bet. At Graduation, names are called to accept their award. Taylor is sitting alone, all her friends having dumped her for her snotty and arrogant behavior towards Laney. Zach is called, but it seems that he's not wearing a graduation gown. The only object obstructing the view of his genitals is a soccer ball. Laney watches Zach, who is not shown, walk up to the stage. Laney catches the soccer ball as everyone gives cheers and applause. Laney laughs as the movie fades out.