February 8, 1999 -- "She's All That," has surprising substance to it for what one might reasonably expect to be a lightweight comedy.

The Pygmalion-based story of manipulative high school teens is predictable, but it has some clever treatments similar to "Clueless." The dialogue is good and there are some interesting characters, who appear to be thinking with their brains as well as their glands, a refreshing change from most movies of this genre.

Freddie Prinze Jr. stars as Zachary 'Zack' Siler, a high school hunk who has it all, the best-looking girl in school, Taylor Vaughan (Jodi Lyn O'Keefe of "Halloween, H20"), high grades, and he's a star athlete, too. After Vaughan dumps him he bets a friend that he can turn any girl in school into a prom queen. His project is the dowdy Laney Boggs, (Rachael Leigh Cook of "Living Out Loud").

Of course, it turns out that with the help of some snappy clothing and a team of Hollywood makeup artists, Boggs is beautiful. But Boggs is not overwhelmed by all this attention from the school hunk. She is suspicious. She nevertheless becomes friends with Siler, who falls in love with her and becomes a better man. She becomes a better woman. Then, of course, there's the scene where she finds out about the bet and that throws things into a tizzy for a while.

There are a few twists in the plot, but it is pretty standard stuff. The movie is aided by good performances by Prinze and Cook, as well as by Kevin Pollak ("The Usual Suspects"), who plays Wayne Boggs, a guy who doesn't know the answers to "Jeopardy" but knows about the workings of the heart. This film rates a C+.

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