She's All That is a 1999 American teen romantic comedy film directed by Robert Iscove. It stars Freddie Prinze Jr., Rachael Leigh Cook, Matthew Lillard, Paul Walker, Jodi Lyn O'Keefe, Kevin Pollak, Usher Raymond, Kimberly "Lil' Kim" Jones, and Anna Paquin. In the film, Zack Siler is a popular high school student who, after being dumped by his girlfriend, accepts a bet from his friend to transform Laney Boggs (Cook), a nerdy outcast, into the prom queen in six weeks. It is a modern adaptation of George Bernard Shaw's play Pygmalion and George Cukor's 1964 film My Fair Lady.