Is it possible for two incredibly different high schoolers from totally opposite social groups to find happiness together? Some would answer "no" given the rigid caste systems set up by adolescents. In this spiffy comedy directed by Robert Iscove, Zack (Freddie Prince, Jr.), the most popular kid in a posh L. A. high school bets that he can win the heart of a dorky girl and transform her into a princess before the school prom. Although he sounds like a complete cad, this excellent student who's on his way to college on the East Coast takes on the wager after being dumped by his girlfriend Taylor (Jodi Lyn O'Keefe), who's fallen for Brock (Matthew Lillard), a star of MTV's "The Real World."

Laney Boggs (Rachel Leigh Cook), a socially repressed art student who lost her mother to cancer, is skeptical about Zack as a suitor. She introduces him to her world of creativity and he — well, let's just say that even she is surprised by the changes in her life. All suckers for adorable underdogs will lap up the predictable finale of She's All That.