* * * 1/2 ( of 4 ) directed by robert iscove starring freddie prinze jr . , rachael leigh cook , jodi lyn o'keefe , anna paquin , kieran culkin , elden henson , paul walker , kevin pollak , dule hill , usher raymond , matthew lillard , clea duval , lil' kim high school comedies have been pretty rare this decade . while the horror film saw itself revived back to the glory days of the early 80s ( beyond that , actually ) , teen comedies have been absent for most of the 90's . sure , there was a dazed and confused here and a clueless there , but after that , what are we left with ? national lampoon's senior trip ? can't hardly wait came along last year , and was a deliberate attempt to recapture the 80s spirit , when films like say anything , sixteen candles , and fast times at ridgemont high were opening seemingly every weekend . the problem with can't hardly wait was that it tried too hard . it remembered those great 80s films so much that the line between homage and ripoff was stretched very thin . there were some fine individual moments and it was certainly energetic , but in the end it failed . and considering it's weak box office performance , it seemed like the genre was dead . well , she's all that is perhaps the very film that can revive this genre . the sold out theater i saw t in was very receptive towards the movie and so was i ( albeit for different reasons ) . freddie prinze jr . is zack siler , a guy who is living on top of the world . he is senior class president , an honor student , pretty much runs the school , and has a knockout girlfriend ( o'keefe ) to boot . early in the film , everything falls apart . his girlfriend dumps him for brock hudson , star of mtv's the real world . in an attempt to protect his legacy , he bets his friend ( paul walker ) that he can turn any girl in the school into the prom queen . the girl walker picks is laney boggs , a social nothing who wears glasses , eccentric clothes ( to say the least ) , and paints dark and disturbing works in art class . one would think laney would love the chance to get to know zack . one thing i enjoyed about the film , is that she is initially reluctant to spend time with him . she is rightfully suspicious about his motivations , but he convinces her that he wants to learn about art . this may not have been just a line . she takes him to an art show and puts him on the spot . he goes up on stage , and in a wonderful moment of spontaneity improvises an act involving a hacky sack . zach gets a real rush out of the moment . he's never experienced the thrill of a live performance before . outside of the theater , he tells laney she has beautiful eyes and should not wear contacts . this is a key scene , because this is the first time we understand that zach's interest here is more than just winning a bet , and it happens before her transformation . that being said , the big transformation scene is every bit as wonderful as it should be . at it's heart , she's all that is just a traditional romantic comedy . on a broader scale , it deals with themes such as responsibility , choices , and the high school social structure . zach is afraid to decide what college to go to , and he uses his father's agressiveness as an excuse . laney hides her true feelings in her bizaare paintings and uses her father and brother , both of whom she practically takes care of , as an excuse for not having a social life . john hughes usually attacked parents , and presented them as one-dimensional subhumans who had no ability to understand what their children were going through . she's all that takes a different route . it says someone must make their own choices , and take responsibility for themselves , no matter what problems their parents might present . the social structure in high school is the most painful , inhumane , cruel thing for a teenager to go through . both zach and laney begin to understand this . they also learn that it's possible to survive this structure without actually becoming part of it . laney has a line later in the film - " i think the right person is up there " - that pretty much sums up this theme . freddie prinze jr . 's performance is really strong here , as opposed to his bland , wooden performance in i know what you did last summer . at the beginning of the film , he is the typical all-american egotistical jock , proud of his legendary existence . to prinze's credit , zach is never too obnoxious . this is because prinze never overacts . instead , he relies on his natural charisma and allows the material to speak for itself . it's a gamble that pays off because later in the film it allows him to be quite charming . as laney , rachael leigh cook is quite a revelation . like janeane garofalo in the truth about cats and dogs , she is beleivable as someone who could be perceived as an ugly duckling by the majority , eventhough the rest of us know better . she has one particular scene , when she learns of the bet , where she delivers a line of pure uninhibited rage perfectly . there is more to anger than just shouting and cook understands that . together , they have a fabulous chemistry , and every scene between them is absolute y delightful . if she's all that has a flaw , it is in the annoying portrayal of two supporting characters . i very much enjoyed jodi lyn o' keefe's performance in halloween : h20 ( though i didn't enjoy the film ) , but here she seems to be on a mission to steal every single scene she is in . instead of just playing her one-dimensional character as a bitchy snob , o'keefe wildly overacts with a repetitive line delivery and bizaare facial expressions . look at jordanna brewster's performance in the faculty for a much better portrayal of a similar character . then there is matthew lillard as brock hudson , the real world star . his performance is fine on it's own i suppose , but it really belongs in a different movie . i think this subplot would've worked better if o'keefe's character got together with one of zach's friends . however , other minor characters are simply wonderful . i admired how the film gives each of them a chance to shine . kevin pollak , as laney's dad , is addicted to watching jeapordy . the fact that he never knows the right answer doesn't prevent him from giving a hilariously wrong one anyways . paul walker's performance is interesting , because he is able to disguise his true intentions several times throughout the film . keiran culkin is amusing as laney's younger brother , and the friendship that develops between him and zach is actually touching . elden henson , as laney's childhood friend , and anna paquin , as zach's sister , also have some very nice moments . lee fleming's script is witty and smart . he doesn't rely on tired cliche's to wrap the film up . a key confrontation is left off screen , and instead just revealed through dialogue . this allows the incident to be funny , instead of horrifically out of place , as it would've seemed if shown on screen . iscove does a fine job throughout . the film is never boring , and a big dance scene at the prom is quite an exhilarating moment , thanks to some wonderful choreography combined with lively music . she's all that isn't very original on it's surface . it's another retelling of the pygmalion story . but it's execution that matters the most , and iscove , fleming , and the actors execute the material just right . larry mcgillicuddy - the cinemaniac <a href= " http : //members . xoom . com/lmcgill/movpage . htm " >http : //members . xoom . com/lmcgill/movpage . htm</a> 
