`Pygmalion' Tale Merely Scratches The Surface Leads Appeal; The Script's An Ugly Duckling.

Posted: January 29, 1999

The ripeness of Freddie Prinze Jr. and Rachael Leigh Cook goes a long way toward fooling the audience into believing She's All That is something more than rotten leftovers from the Pretty in Pink buffet.

When Zack (Prinze), king of his Southern California high school, is jilted by his girl just weeks before the big dance, he bets his pals that he can transform the school's ugliest duckling into a prom swan.

But can the right clothes, haircut and makeup turn the bespectacled bohemian Laney (Cook) into a bombshell?

Since Laney, an art major specializing in nihilistic collages, resembles a grunge Winona Ryder, merely washing the paint from face and hands is enough to accomplish the complete metamorphosis from dork to dollface.

But where in that essential '80s Cinderella update Pretty in Pink the unconventional poor girl transformed the conventional rich boy, in She's All That the process of removing paint from Laney's face also washes away her artistic ambitions and countercultural principles.

The unusual staying power of this primal story - told, in various guises, as Pygmalion, Cinderella and Pretty Woman - is in its understanding that love involves a dual transformation. And the trouble with She's All That is that the film focuses more on Laney's cosmetic conversion than on any profound interior changes, and Zack's emotional transformation is only hinted at.

Nevertheless the two leads generate an enormous amount of goodwill because they are able to suggest depths in R. Lee Fleming Jr.'s shallow screenplay. I appreciate that, unlike most TV teenagers who seem to have two tempos, antic-fast or sullen-slow, Prinze and Cook have a variety of emotional speeds, including quiet reflection, quick reaction and slow burn.

None of the other youthful actors, who include Kieran Culkin, rapper Lil' Kim, and Matthew Lillard, succeed in implying more than one dimension except for Anna Paquin, who plays Zack's self-possessed kid sister, Mackenzie, with a world-weariness that comes from knowing you are a J.D. Salinger character. One wishes the screenplay were tailored to get more out of such talents.

The script, which needs not just doctoring and could benefit from a spell in the critical-care ward, is full of dress-up and put-downs, and comes alive only when Prinze or Cook are on-screen. In short, She's All That aspires to be Clueless. It succeeds in being clueless.

SHE'S ALL THAT * *

Produced by Peter Abrams, Robert L. Levy and Richard N. Gladstein, directed by Robert Iscove, written by R. Lee Fleming Jr., photography by Francis Kenny, music by Stewart Copeland, distributed by Miramax.

Running time: 1:37

Zack Siler - Freddie Prinze Jr.

Laney Boggs - Rachael Leigh Cook

Brock Hudson - Matthew Lillard

Wayne Boggs - Kevin Pollak

Mackenzie Siler - Anna Paquin

Parent's guide: PG-13 (language, sexual and anatomical candor, teen drinking)

Showing at: area theaters

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