Secrets About She’s All That Revealed

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Check it out now: She’s All That is 27 years old. 

The popular teen romantic comedy was released on January 29, 1999, and has since become a classic of the genre. However, Miramax took a big risk on the film, directed by Robert Iscove.

Costing only $6 million to make, this updated version of the Pygmalion story—where a popular athlete bets he can transform an unconventional artist into prom queen, and they unexpectedly fall in love—became a huge surprise success, grossing over $103 million and making stars out of many of its young actors.

The movie starred Freddie Prinze Jr. and Rachael Leigh Cook, along with Gabrielle Union, Dulé Hill, Anna Paquin, Matthew Lillard, Kieran Culkin, Lil’ Kim, Usher, and the late Paul Walker.

The cast felt fresh and new, which was perfect for a high school movie and really helped it connect with audiences.

Producer Richard N. Gladstein explained to TopMob News in 2019 that the film aimed to recapture the spirit of classic John Hughes movies from his youth. He described how those films often featured characters who had the potential to be leaders, but hadn’t yet had the chance, and how bringing them together created a particularly strong and memorable cast.

To celebrate the anniversary of She’s All That, we’re sharing behind-the-scenes stories about how the movie was made. You might remember it got a modern update in 2021 with He’s All That, starring TikTok star Addison Rae and Tanner Buchanan from Cobra Kai. Directed by Mark Waters, who also directed Mean Girls, the new version featured Rachael Leigh Cook playing Addison Rae’s mother, and even included a cameo by Kourtney Kardashian. We were definitely excited!

Here are 20 behind the scenes facts you might not know about She’s All That…

Before Freddie Prinze Jr. and Rachael Leigh Cook became Zack Siler and Laney Boggs, director Robert Iscove considered other young actors for the parts.

In 2014, Iscove recalled speaking with actors like Josh Hartnett about the role Freddie ultimately played, and considering many young actors who were either on popular TV shows or starting to appear in movies. They auditioned countless actresses for the part of Rachael, including Leelee Sobieski, Mena Suvari, and Jordana Brewster.

Once Freddie Prinze Jr. was chosen for the role of the popular, athletic student body president, the character was adjusted a little bit.

Prinze said he softened the character a bit from the original writing, adding some vulnerability. This way, when the character made mistakes and felt remorseful, audiences were more likely to sympathize with him instead of just dismissing him as a bad person.

Cook remembered Prinze having difficulty filming the final scene where Laney challenges Zack, asking, “Am I just a bet?!”

She told Today that he seemed really moved during that moment, recalling that he was visibly choked up, which she thought was incredibly sweet.

In 2013, a disagreement arose when director M. Night Shyamalan claimed he secretly wrote much of the script. R. Lee Fleming Jr., the credited screenwriter, strongly denied this. However, Jack Lechner, a former Miramax development executive, suggests both writers have a point.

Shyamalan significantly improved the script,” Lechner said in an interview with Entertainment Weekly. “He added depth and developed the characters more fully.

Producer Richard N. Gladstein told TopMob News that M. Night Shyamalan’s changes were a big help in working with Kevin Pollak, who played the father, Wayne. However, Gladstein also said the script was already mostly finished when Shyamalan received it.

Oh my gosh, even though it’s, like, the most iconic moment in the whole movie – Laney walking down those stairs in slow motion after her makeover? – Brittany Murphy actually felt super self-conscious filming it! I can’t believe it! She was so perfect, but she admitted she was worried about how it would look. It just makes me love that scene – and her – even more!

I needed two of the dress for a scene where I ran and fell in the driveway,” Cook told Entertainment Tonight. “One dress was noticeably smaller than the other. They couldn’t find the original, so I was wearing the second one and just trying to hold my breath as I quickly went down the stairs. I said my lines, and that was it!”

In an interview with Interview magazine, costume designer Denise Wingate shared the reason why Laney wore red during that important scene.

Before that scene, the character’s clothing was very muted and unremarkable, according to Wingate. That’s why, when she first meets Zach, the impact wasn’t about the dress’s style, but the color itself. It was a striking change, as she’d never worn anything so vibrant before.

Freddie Prinze Jr. confessed he wasn’t quite as skilled with a hacky sack as his character Zack Morris seemed to be. He actually needed a stunt double for those scenes because he kept dropping it!

Prinze expected to learn the hackeysack trick quickly because he was told a trainer would help him. He didn’t anticipate how much practice it would take. On the day of filming, the director, Rob, told him they were shooting the hackeysack scene. Prinze confessed he could only manage four successful kicks in a row. Rob reassured him they had a professional hackeysack player who looked similar and would act as his double. Prinze was relieved! If you rewatch the scene, you’ll see him perform the first three successful kicks himself, even if it was only for a short stretch.

He explained to TopMob News that you can notice the switch in the movie because his body double was noticeably taller. “If you rewatch it, you’ll see the first few punches are me,” he said. “Then, the person playing me gets taller – going from 6’1″ to around 6’4″ or 6’5″. That other actor was really good.”

Laney’s memorable falafel hat from her job wasn’t a requirement – she came up with the idea herself! As Cook explained to Today, she specifically requested it.

Before agreeing to the role of Brock Hudson, Taylor’s (Jodi Lynn O’Keefe) boyfriend on the MTV show, Matthew Lillard requested a personal trainer.

Iscove told Cosmo that the actor wanted to get in shape for the pool scenes. ‘He said he wanted to look buff,’ Iscove explained, ‘so we let him work with a trainer for two months.’ They then filmed the actor’s scenes for The Real World portion of the movie on video, while the rest of the film was shot on traditional film.

Sixpence None the Richer’s song “Kiss Me” became a major hit, reaching number two on the Billboard Hot 100 chart after appearing in the movie She’s All That. It remained in the Top 10 for 16 weeks. Interestingly, the movie was titled Kiss Me in Europe.

Rapper Lil’ Kim started her acting career with a role as one of the popular girls. Actress Cook revealed to TopMob News that she and Freddie used some of Lil’ Kim’s wigs on set. “I hope Lil’ Kim isn’t watching this!” Cook joked. “It’s totally true. They were just amazing, and honestly, who could resist trying them on?”

The movie included subtle nods to pop culture in the names of its main characters. Laney Boggs combined elements from two roles played by Winona Ryder: Laney Pierce in Reality Bites and Kim Boggs in Edward Scissorhands. The characters Zack and Taylor were named after members of the band Hanson.

Before becoming famous as Jess on Gilmore Girls, Milo Ventimiglia appeared briefly in She’s All That as one of the soccer players Zack hires to help with Laney’s house.

The high school featured in the movie is also famous as the filming location for the TV shows Buffy the Vampire Slayer and Beverly Hills, 90210.

Interestingly, Sarah Michelle Gellar, who later became Freddie Prinze Jr.’s wife, had a brief appearance as the student handing out pepper.

Iscove explained to Cosmopolitan that when they asked the actress to appear in the film while she was visiting Freddie, she agreed, but with a condition: she wouldn’t say any lines. “She wouldn’t even say simple things like ‘Thank you’ or ‘No,'” Iscove said. “That was just her choice, and we respected it.” He added that getting the actress, who was hugely popular thanks to Buffy, to be in the movie was a significant achievement.

Gellar playfully pointed out on Instagram that it seemed clear her character disliked pepper.

Iscove strongly advocated for keeping the famous prom scene in the film. He told Cosmo magazine he really envisioned a large dance sequence, even though the studio was hesitant. To address their concerns, they added more scenes featuring Usher, who played the school’s DJ – a fitting choice for the 1990s!

We filmed additional scenes with Usher, both new footage of him reminding dancers about lessons from his class and more shots from when he was recording an album in Chicago. We then wove these new scenes into the existing footage.

According to Freddie Prinze Jr., Dulé Hill was upset that he didn’t get to tap dance in the performance.

According to Freddie Prinze Jr., Dulé Hill is an incredibly talented tap dancer. While filming a beach scene for a movie, Prinze noticed Hill tap dancing on the wooden deck. Hill jokingly referred to himself as a ‘hoofer,’ and that’s how the two of them connected. They started taking tap dancing lessons together at a Hollywood studio and continued to practice whenever they had the chance.

The iconic dance number was created by Adam Shankman, who later became a well-known director of films like A Walk to Remember, The Wedding Planner, and Hairspray. Shankman and actor Freddie Prinze Jr. connected quickly on set, and Shankman ended up playing a significant part in Prinze’s wedding in 2002. Prinze even shared with Today that Shankman officiated his wedding, saying, “The choreographer from She’s All That married my wife and I!”

In a recent interview with TopMob News, Jordana Brewster confessed she felt a bit intimidated by the late Paul Walker, who tragically passed away in a car accident in November 2013 at the age of 40. She remembered him as a fantastic actor who didn’t seem like one. According to Brewster, Walker came across as a natural surfer who just happened to be good at acting, as if he’d been discovered on the beach and placed on a movie set.

She explained that he was fairly quiet and focused on his work, preferring to keep to himself. She admitted she found him a bit intimidating, adding with a laugh that he was also very tall and attractive – and she definitely appreciated that.

In 2016, fans were thrilled to see Freddie Prinze Jr. and Sarah Michelle Gellar together again in person. Gellar later shared that the tragic loss of their friend, Paul Walker, was what brought them back together.

After Paul’s unexpected death in 2013, it really hit me how quickly life passes. I realized I should reconnect with people I cared about, like Freddie Prinze Jr., and let them know I wanted to see them again. It had been a long time, and even though it took another three years, I finally reached out and suggested we catch up. We ended up having a great time over coffee and pastries.

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2026-01-29 16:21