She's All That (1999)

In the pleasant, amiably derivative teen-makeover comedy ''She's All That,'' Zack (Freddie Prinze Jr.), senior class president, star jock, and all-around brainiac king of Los Angeles High School, gets dumped by his gorgeous girlfriend, Taylor (Jodie Lyn O'Keefe), vixen-bitch queen of the "Whatever!" elite. To shield his ego, Zack insists that he's lost nothing -- that any girl could be as desirable as the one who just jilted him. To prove it, he makes a bet: His best friend will pick the gawkiest loser at school, and Zack, within six weeks, will woo her and turn her into a prom queen.

Before long, a Guinea pig rears her gullible head: smart, socially inept Laney, a boho wallflower who paints Dark and Disturbed expressionist oils when she isn't taking care of her widowed pool-cleaner father (Kevin Pollak) and dweeby, hearing-impaired brother (Kieran Culkin). As Laney, newcomer Rachel Leigh Cook has delicate small features, creamy skin, and a gaze of remote, frozen winsomeness. She looks like a cross between Natalie Portman and Winona Ryder, though it has to be said that in this role, at least, she displays less personality than either of them. All that's really gawky, or distinctive, about Laney is her glasses, and in an era when models and musicians regularly wear thick dark frames to disguise their beauty as a way to call more attention to it, one hardly needs to be Pygmalion to glimpse the princess inside the dorkette.

Every generation has its mythic movie moments. As surely as the Baby Boomers embraced Dustin Hoffman shaking the chapel rafters in ''The Graduate,'' the youth audience that followed had that icky, thrilling, love-it-and-hate-it transformation at the end of ''The Breakfast Club,'' when Ally Sheedy's depressive punk weirdo shed her funereal black to be pretty in pink. The rebel loser had let go of her pain! Of course, she did it by (small detail) deep-sixing her individuality. ''She's All That'' is like a feature-length extension of Sheedy's transformation. In this case, the clothes, to a nearly frightening degree, really do make the girl, but the film rather sweetly insists that Laney has more on her mind than just fitting in. As for Zack, this is surely the first high school movie in which the hero's existential anxiety is defined by his already having been admitted to every Ivy League institution in the land.

The two stars are like cool kids pretending to be tortured poets pretending to be cool. Neither can match the screen presence, the pure shameless ebullience, of Matthew Lillard, who does a wickedly grotesque turn as Brock Hudson, a kind of self-infatuated Puck manqué in the film's dead-on sendup of ''The Real World.'' His fake tantrums, whiter-than-Vanilla Ice homeboy patter, and wrist-flinging dirty dancing are more fun than any makeover.

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