20 Crazy Details Behind The Making Of She’s All That

She's All That poster image

Every decade produces its share of classic teen movies. The 1990s gave us quite a few, including Dazed and Confused, American Pie, and 10 Things I Hate About You. Then, of course, there's She's All That, which became a surprise hit in January of 1999, earning $63 million at the North American box office and another $39 million globally. The film tapped into the youth market in a big way with its simple, yet relatable story.

Freddie Prinze, Jr. plays Zack, a high school student whose snooty girlfriend Taylor (Jodi Lyn O'Keefe) dumps him for a reality TV star. He consoles himself by bragging that he's popular enough to get any girl he wants and, in the process, make her so popular that she becomes the prom queen. Zack's pal Dean (Paul Walker) bets that he can't do it to Laney Boggs (Rachael Leigh Cook), a frumpy and unpopular girl who's way more into art than dating. From there, the story tracks what happens as Laney begins to blossom from the attention and Zack starts to realize that she's far more interesting than he gave her credit for.

A lot went into the making of this teen rom-com, which was directed by Robert Iscove. There were some struggles, some happy accidents, and some humorous predicaments. All of them helped to shape the film in some way.

We've collected a bunch of the most fascinating behind-the-scenes stories that will shed light on how She's All That came to be and why it continues to resonate with young viewers.

Here are 20 Crazy Details Behind The Making Of She's All That.

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Rachael Leigh Cook in She's All That
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20 Rachael Leigh Cook didn't dress to impress at her audition

Rachael Leigh Cook in She's All That

Making a good impression is vital when auditioning for a role in a big Hollywood movie. Rachael Leigh Cook either didn't understand that or didn't care, as she met with the filmmakers of She's All That in less-than-glamorous style.

Cook told Us magazine that she got the chance to audition for Laney based on the strength of her work in two other films, The House of Yes and All I Wanna Do. Despite knowing that she would be meeting with the director and the producers, she showed up wearing "a dirty old Art Institute of Chicago shirt that I had bought at a garage sale."

Fortunately, her talent won out over her fashion choices and she landed the part that eventually kicked her career up another level.

19 Harvey Weinstein wanted it to have a sword fight

Paul Walker, Dule Hill, and Freddie Prinze, Jr. in She's All That

One of the basic truths of moviemaking is that executives often want to exert creative influence, despite their role not being creative in nature. Disgraced Miramax chief Harvey Weinstein was well-known for this, as the makers of She's All That found out.

According to Freddie Prinze, Jr., Weinstein wanted the movie to have a sword fight, despite such an act being wildly out of place with the material.

Weinstein's idea was to create a rivalry among members of the drama department that would lead to swordplay.

The idea wasn't popular with anyone else, and therefore wasn't included.

Amazingly, Prinze and Robert Iscove made another movie for Weinstein, Boys and Girls, in which he also wanted to include a sword fight.

18 Matthew Lillard demanded a personal trainer

Matthew Lillard in She's All That

Matthew Lillard plays Brock Hudson, the washed-up reality TV star who steals Zack's girlfriend, Taylor. It was a good role for the actor, who rose to fame in Scream and Scream 2.

He had a very specific vision of what Brock should look like. Specifically, he wanted to be buff onscreen, especially since there was a scene requiring him to be in a swimming pool. Lillard agreed to do the film only if they would hire a professional trainer to help him bulk up.

The director and producers liked his angle, so they agreed.

He then spent two months working with a fitness expert to get the muscular body he felt would help define his character.

17 Freddie Prinze, Jr.'s advice to Paul Walker

Paul Walker and Freddie Prinze Jr. in She's All That

She's All That was released two years before The Fast and the Furious, so Paul Walker was not yet a star. It was clear he would be one before too long, though. The producers knew it, and so did Freddie Prinze, Jr.

Prinze told The Daily Beast that it came down to Walker and one other, more famous actor for the role of Dean. Upon finding out that Walker had bested the other guy, he decided to spare him the usual wait that typically comes after an audition.

He flagged Walker down in the parking lot, told him that he was the producer's top choice, and -- in a show of both kindness and business savvy -- advised him to request more money when he eventually accepted the role.

16 A clash over the dance sequence

Usher in She's All That

The choreographed dance during the prom scene is one of She's All That's most memorable moments. One prominent person on the production didn't think it was a good idea, though.

Harvey Weinstein, who produced and released the movie, didn't understand how all the characters would know how to do the exact same dance. For that reason, he didn't want the scene to be included.

Robert Iscove felt the scene was beneficial, so he came up with a plan involving Usher, the actor playing the DJ. The director told Cosmopolitan, "We went back and shot more Usher stuff [of him] saying 'Remember what I taught you in dance class' or whatever."

These extra moments explained how everyone knew the moves and placated Weinstein in the process.

15 The Buffy Connections

Sarah Michelle Gellar in She's All That

If you get wrapped up in the story too much, you might not notice that She's All That has a couple of direct connections to the hit TV series Buffy the Vampire Slayer. For starters, the movie was filmed at Torrence High School in Torrence, California -- the same halls once traversed by Buffy, Willow, and Xander.

A big connection comes in the form of Sarah Michelle Gellar's cameo in a cafeteria scene.

The actress was on set visiting close friend (and future husband) Freddie Prinze, Jr. when Robert Iscove asked if she would do a small bit. Gellar agreed, but had one particular demand, which was that she didn't want to have any speaking lines.

The director agreed, leading to her silent appearance.

14 Rachael Leigh Cook unsuccessfully tried to ruin a scene

Freddie Prinze, Jr. and Rachael Leigh Cook kissing in She's All That

What happens when an actor is unhappy with their performance in the middle of a take? The easiest thing to do is to ruin it, so the director will call for another. Rachael Leigh Cook tried this tactic. In her case, though, it was unsuccessful.

The actress told NBC's Today show that she didn't like her performance in the moment right before Laney's first kiss with Zack. Wanting to ensure this particular take didn't make it into the final cut, she tried to sabotage it by excessively blinking.

"I'll just be like blinkety blinkerson and then how can they possibly even use it?" she said.

Apparently, the blinking seemed like charming nervousness on the part of Laney, so the director decided to use that exact take, much to Cook's embarrassment.

13 Freddie Prinze, Jr. was coached by a professional hacky sack player

Freddie Prinze, Jr. in She's All That

A scene in the movie where Zack stands onstage and performs a skillful hacky sack routine provides an example of how editing can help a performance.

Freddie Prinze, Jr. was coached by a professional hacky sack player beforehand, but still never got especially good at it.

He told The Daily Beast, "I can’t hacky sack like the way you saw that sequence cut together. I have 5, 6 reps in me tops. I had to have an earpiece in my ear that kept this weird, modern art-crappy beat in my head, and do the hacky sack, and even if it fell, I had to continue the sequence."

The editing makes it appear as though Zack is doing one long, non-stop series of tricks. It also hides the pro pulling off the more accomplished moves.

12 Kieran Culkin's hearing aid mystery

Kieran Culkin and Freddie Prinze Jr. in She's All That

Kieran Culkin co-stars as Simon Boggs, who is Laney's brother. He helps Zack get his sister to drop her defenses a little bit, and at another point, Zack helps him deal with some bullies in the cafeteria.

One of Simon's most notable traits is that he wears hearing aids, a fact never directly addressed or explained in the movie.

If you want to know why he needed them, don't ask Culkin, because he has no clue either.

In an interview with The Daily Beast, he said, "It’s one of those movies that always seems to be on—and I only know that because friends are always telling me, and then they’ll ask, ‘Why did you have hearing aids?’ and I’ll be like, ‘I don’t [bleeping] know!’"

11 The "Hoover it" scene was included to placate male viewers

The most notorious scene in She's All That is often referred to as the "Hoover it" scene. In it, Zack walks into the school cafeteria and discovers two bullies tampering with Simon's pizza by putting hair in it. He then orders the bullies to take the pizza and "Hoover it" themselves, which they uneasily proceed to do.

Because the movie is a rom-com, the filmmakers worried that guys might not go, or might not like it if dragged by their girlfriends to see it. Guys tend to like grossout humor, so they added the pizza-eating scene as a way to hook them and get them more involved in the story.

The hair on the pizza, by the way, was made of corn stalks.

10 Jodi Lyn O'Keefe drew inspiration from real life

Jodi Lyn O'Keefe portrays Taylor Vaughan, a pretty, popular, and extremely narcissistic girl. She dumps Zack for a former reality TV star, helping to set the film's plot in motion. The actress plays the part very well.

How did she get so good at being a mean girl?

By looking to real life for inspiration.

O'Keefe told The Daily Beast that "the character of Taylor was fully based on life experience and girls that I had seen and known growing up when I was in middle school and high school. There’s always that girl who’s the most popular and the prom queen, and you feel like she has everything."

By channeling her memories of those girls, she was able to create a believable fictional version of them.

9 Two cast members had a crush on Paul Walker

Paul Walker in She's All That

In addition to being a popular actor, Paul Walker was quite the heartthrob, too. Lots of people had a crush on him, including some of his co-stars in She's All That.

Jodi Lyn O'Keefe admitted to Cosmopolitan that she "instantly" had a thing for Walker. "I was like, 'What is that beautiful human being?' I think we all felt that way, like, we all walked onto the set and it was like, 'Who is this Adonis?'" She labeled him "one of the sweetest men I'd ever met."

Gabrielle Union, meanwhile, also confessed to being smitten with Walker, telling Entertainment Weekly, "He was so beautiful, You walk in and every head turned — men and women. And he had this super disarming, chill surfer smile."

8 Rachael Leigh Cook's plan to avoid dancing

Rachael Leigh Cook in She's All That

Rachael Leigh Cook is, by her own admission, not a great dancer. When she found out that She's All That was going to have a great big choreographed dance number, she freaked out a little bit, especially since the scene wasn't part of the original script.

She told the Today show that her lack of adeptness with choreography would have presented an obvious challenge, not just for her, but also for the person trying to teach her the moves.

To get around this problem, she argued to the director that the awkward, somewhat socially disconnected Laney probably wouldn't know this particular dance that all the popular kids were doing, so she shouldn't participate in it. That worked, and Cook was excused from taking part.

7 Clea Duvall's makeup drama

Clea Duvall

Clea Duvall was cast as mean girl Misty, who ends up plastered with clown make-up thanks to Laney.

The actress told VH1 that she was working on a different movie at the time. Without the knowledge of that film's makers, Duvall snuck off to do work on She's All That. On the day that she had to be so heavily made up, she was scheduled to fly back to the other set.

Filming ran long, and she began to fear that she wouldn't get back in time, which would get her in trouble. 

The makeup artist warned of another problem -- if she cried, the makeup would run, thereby prolonging things even more.

Duvall held back her tears, wrapped the scene, and made it back to the other set before anyone knew she was gone.

6 Freddie Prinze, Jr. struggled with one scene

She's All That poster image

The movie's emotional climax comes when Laney finds out that Zack's initial interest in her was solely to win a bet.

It's a moment of betrayal and heartbreak that works because we realize how cruelly Zack has behaved.

We also see the devastation Laney feels learning she's just been a pawn in a game.

According to Rachael Leigh Cook, Freddie Prinze had a hard time filming that scene. She told Entertainment Tonight that her co-star "really struggled to get through that, because he was like, 'How can a person in this world do something so terrible?' and he was starting to sort of reconcile between himself and the character he was playing in that moment."

"It really kind of threw him," she added. "He's a big softie."

5 Laney's red dress was designed to have a psychological impact

Rachael Leigh Cook wearing red dress in She's All That

Many movies have a signature scene -- one that encapsulates what the story is really about. In She's All That, it's definitely the scene where the made-over Laney comes down the stairs to meet Zack, transformed from an awkward outcast into a true beauty.

Everyone who has seen the film remembers the red dress she wears.

The garment was red for a psychological reason, according to costume designer Denise Wingate. For most of the movie, Laney's clothes are dull and not very colorful. The red dress was designed to be bold, as a way of emphasizing how the character has blossomed. It's the first time she's seen in a bright color.

Wingate knew that the contrast would make an impact on audiences, either consciously or unconsciously.

4 M. Night Shyamalan claims to have ghost-written it

The movie world was rocked in May 2013 when M. Night Shyamalan, the noted director of chillers like The Sixth Sense and Split, made a stunning announcement to During the course of an interview to promote his film After Earth, he casually claimed to have "ghost-written" She's All That.

The credited screenwriter, R. Lee Fleming, immediately took to social media denying Shyamalan's claim, although he deleted his post shortly afterward. Director Robert Iscove later confirmed the story, clarifying that Shyamalan was brought on board for some re-writes.

Specifically, he beefed up the scenes involving the establishment of the bet between Zack and Dean.

He also wrote the performance art scene and the hacky sack scene.

3 How "Kiss Me" ended up in the movie

Sixpence None the Richer

It's impossible to think about She's All That without also thinking of "Kiss Me", the Sixpence None the Richer song that is prominently featured. A lot of people think it was written for the movie, but that's not true. The tune was from the band's eponymous album, released in 1998, and was featured on the Dawson's Creek soundtrack first.

Lead singer Leigh Nash told Pop Entertainment that Sixpence was performing at a showcase in Los Angeles. An executive from Columbia Records came, heard the song, and told them that he thought it would be perfect for a movie. With his help, "Kiss Me" made its way to the big screen during the scene where the "new" Laney makes her debut.

Fueled by the movie's popularity, it eventually hit #2 on the Billboard Hot 100 chart.

2 The screenplay's hidden references

Freddie Prinze, Jr. and Jodi Lyn O'Keefe in She's All That

There are lots of funny jokes, clever situations, and humorous characters in She's All That. Those things are clearly visible. What you may not know is that there's an additional level of humor, one that's a little more subtle and hard to spot. Writer R. Lee Fleming scattered some amusing pop culture references into his script.

For example, Laney Boggs is named after two characters Winona Ryder played in other teen movies -- Lelaina "Laney" Pierce in Reality Bites and Kim Boggs in Edward Scissorhands.

Zack and Taylor, meanwhile, were named after two members of the popular '90s teen-rock band Hanson. Two additional, minor characters, Mackenzie and Jesse, are named after the Hanson brothers' non-famous siblings.

1 Fatboy Slim gave away all his song royalties

She's All That dance sequence

Aside from "Kiss Me," the song most associated with She's All That is "The Rockafeller Skank" by Fatboy Slim. It's the tune that plays during the big choreographed dance number at the prom.

You might expect that he has made a mint in royalties, given its appearance in a hit movie. You'd be wrong.

Slim told Higher Frequency that he used four different samples on "The Rockafeller Skank." In order to get permission to use those samples, he had to give each of the artists whose work he was using 25% of his royalties. That means he has no ability to earn so much as a penny from the song.

"There was none left for me," he said.


What's your favorite part of She's All That? Tell us in the comments.

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