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I Rewatched "She's All That" As An Adult And It Was Actually Still Good

A '90s icon.

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I recently rewatched Cruel Intentions for the first time since I was a teen, and it was QUITE a ride (and not necessarily a good one). It made me question whether other movies I was once obsessed with had stood the test of time. She's All That was up there as one of my faves, so naturally it was high on my priority list for revisiting. Here's how the experience went down...

1. I don’t know anything about art, but I feel like Lainey’s art is...not good.


2. Ugh I used to be so obsessed with Rachael Leigh Cook. Between this, The Baby-sitters Club, The Hairy Bird, and Josie and the Pussycats, plus her guest spot on Dawson’s Creek, she was in basically all my faves.


3. I was always very impressed that she was able to suck that spit back in so readily.


4. Keiran Culkin! I totally forgot he was her little brother in this. What is he doing these days?


5. Oh my god Freddie Prinze Jr really was so dreamy. That smile!


6. The way he just paused in the hallway to check out his own photo is high-key douchey though. 


7. “He called you Connie.” “So?” “Your name is Melissa.” Lmao.


8. Omg I totally forgot one of the Bash Brothers was Laney's friend.


9. Ugh she’s kinda fat-shaming him here. Boo. 


10. PAUL WALKER. NO. HOW DID I TOTALLY FORGET HE WAS IN THIS??? I’M NOT READY. I’M GONNA CRY.


11. ...I actually forgot a lot about this movie, huh.

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12. Zach is getting too deep for his bros.


13. Gabrielle Union was in every teen movie of the '90s.


14. And is that Lil’ Kim? What a lineup.


15. Taylor’s pink outfit is ICONIC. I wanted to emulate that look so badly when I was younger.


16. This is a truly brutal dumping. But he doesn’t seem THAT cut up about it. 


17. The flashback to the party where Taylor met Brock is a lot of fun. 


18. Brock’s sunnies are so painfully ‘90s.


19. As is the fact he’s a Real World star. If She’s All That were made now, he’d have to be, like, an ex-Bachelorette contestant. 


20. “It was like we had known each other for WEEKS.” Hahaha. Coz that’s a long time.


21. Lmao @ everyone watching them dissect their breakup.


22. Clea Duvall is the clown chick in this! OF COURSE!


23. Were there any ‘90s movies she wasn’t in?


24. Ooft, these bitches are NASTY.

25. USHER.


26. Lol I actually remembered he was in this, don’t worry.


27. This movie introduced me to Pygmalion and My Fair Lady; I remember reading about how it was based on them at the time.


28. The idea that Laney Boggs is some kind of repulsive freak is absolutely ridiculous. 


29. And yet, this movie still somehow works.


30. “Fat I can handle. Weird boobs...maybe some sort of fungus. Scary and inaccessible is another story.” Throwing some huge “HMMMMMMMs” your way, Zach.


31. Zach: “I was wondering if maybe you wanted to –”


Laney: *walks away*

Zach: “– embarrass me horribly in front of all these people.”

32. This is holding up as much funnier than I was expecting it to be upon rewatching.


33. Oh Anna Paquin is Zach’s little sister! Yes, it’s all coming back to me now.


34. “She blew me off.” “I like her already.” And I like YOU already, Anna Paquin.


35. She is giving Zach A+ advice.


36. Why does she go to a different school than him though?

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37. Wait so Zach’s big problem is...he’s been accepted to MULTIPLE Ivy League schools?


38. Life’s tough for poor old Zach. 


39. So many of the scenes in this movie seem to be dubbed.


40. I kind of like that Laney’s not the classic book-smart nerd, and Zach’s intelligent, not just the stupid jock.


41. Do we ever actually see him play a sport though? He wears a jock jacket but I don’t remember any sport in this movie. 


42. I am with Zach on this art show being terrible.


43. This was such a power move Lainey pulled, backing Zach into a corner about his “art”.


44. His hacky sack bit is actually pretty good, though. At least, it’s better than the actual art on display.


45. “Sooner or later, it has to drop.” Deep, man. Real deep.


46. “Do you always wear those glasses?” Arrrrgggh I hate this trope so much. But I think She’s All That was the first time I encountered it so it didn’t bug me so much when I was younger.


47. News flash Zach, her eyes are still beautiful WITH her glasses on!


48. Hahaha I love that she’s calling him on this shit.

49. Matthew Lillard is so delightfully awful in this movie.


50. This Sega exchange is taking me right back to my childhood. Specifically the Sonic the Hedgehog-adjacent aspects of it.


51. “If we’re gonna be friends, we have to deal with them sooner or later." Um except I’m pretty sure Laney never said she actually wanted to be friends with you, Zach?


52. I love Preston constantly shading Paul Walker’s character. He is the most decent of Zach’s friendship group.


53. “Check out the bobos on super freak.” And Paul Walker is the actual worst. 


54. “You run like a girl.” “I am a girl.” I love Laney Boggs.


55. Every single guy I went to school with had hair exactly like Freddie Prinze Jr in this movie. Or, at least, they tried to. With the help of a whole tub of hair gel every single day.


56. Gotta admit, showing up with a bunch of guys to clean her house is kind of weirdly romantic.


57. OMG ONE OF THEM IS MILO VENTIMIGLIA.


58. Ahh the red dress. The whole “buying a girl clothes in order to control what she wears” trope is one I kind of hate in theory but it low-key gets me every time. 


59. It’s kind of bananas she has this whole makeover just for a random party.


60. The bit where her dad doesn’t notice all the cleaning going on around him is so funny.

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61. YAAASS, I HEAR “KISS ME”!!!


62. “The new – not improved, but different – Laney Boggs.” Oh I love the way Anna Paquin just introduced this makeover. I never noticed that before.

63. I DON’T CARE HOW RIDICULOUS OR PROBLEMATIC THIS TROPE IS, I LOVE IT SO SO MUCH. I LOVE THIS SCENE, GAAAAH.


64. Like, the way Zach is looking at Laney KILLS me. It's just so good.

65. The clumsy-cute thing annoys me now, mostly because of Bella Swan and the way that was like, her one personality trait, but the first time around I found it very relatable in this movie.
 Also, it shows she’s still the same girl despite her external makeover.


66. “It’s just a bet.” Zach, my guy, you’re kidding yourself.

67. “Jump up my ass, Zach.” “Been there, done that.” Omg that went way over my head as a kid.


68. Preston is so done with Matthew Lillard. So is pretty much everyone, for that matter. Including Taylor. 


69. I never noticed before how similar Laney and Taylor’s dresses are in this scene! Zach really was trying to turn her into a Taylor clone.


70. This speech Taylor gives Laney is way harsh.


71. Poor Laney. This is a tough moment.


72. “Sometimes, when you open up to people, you let the bad in with the good, is all.” So real, Zach.


73. Ugh I just want them to kiss already tbh.

74. Oh hey they’re actually playing soccer!


75. Zach is attacking Paul Walker for saying shit about Laney! He totally loves her already.


76. I love this moment between Zach and Laney, bonding over their problems.


77. It’s kind of weird how she just never wears her glasses again, though, considering she said she prefers them earlier in the movie.


78. Laney: “Why are you here?” 


Zach: “‘I forget” *leans in*

Me: *swoons*

79. Ugh, my head says it’s good they didn’t kiss now, considering Zach hasn’t told her the truth yet. But my heart just wants them to HURRY UP AND KISS ALREADY.

80. I am cackling at that photoshop of Taylor with the band Hanson. This movie is like peak all of my interests circa 1999.


81. Was seriously no other girl nominated for prom queen? This bit makes no sense.


82. Ah, the “She’s All That” rap! For real, did they just include it so they could name the movie “She’s All That”? 


83. “Jesse, am I kissable?” Ugh I remember relating to Laney’s insecurity SO HARD when I was 13. Except I didn’t look remotely like Rachael Leigh Cook, not even pre-makeover.


84. Heeeeey, Sarah Michelle Gellar cameo!

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85. The Shermanator! Whatever happened to this guy?


86. Oh no, it’s time for pube pizza. I want to vomit. 


87. Nothing like protecting a girl’s little brother to win her heart.


88. This scene is so disgusting.


89. Ew ew ew ew ew ew ew.


90. THE GAZE ACROSS THE CAFETERIA! THEY TOTALLY LOVE EACH OTHER!!!


91. Stay away from her, Paul Walker, you meddling douche.


92. I’m trying real hard to sympathise with Zach here. I get the weight of parental expectations and all. But seriously dude. You have your PICK of schools, that is not a problem.


93. Do American high schools actually have DJs and music playing like this all the time?


94. PAUL WALKER, YOU JERK. I mean, not you, of course. Your character. Whose name I have somehow never picked up.


95. This scene gets me EVERY TIME.  “Is that true. Am I a bet? Am I a bet?! Am I a FUCKING BET?!” Ooft.


96. Meanwhile Freddie Prinze Jr is acting his little heart out in this scene. He looks totally wrecked. Way more upset than when he was actually dumped by his girlfriend.

97. The fact Simon hangs up on Zach, when before he hero-worshipped him, is such a powerful moment.


98. Oh god the vest Zach is wearing is hideous. ‘90s prom fashion, lol.


99. Laney’s dad has finally decided to be a parent!


100. It’s SO disappointing when she runs up the stairs and you think it’s going to be Zach, but it’s just Paul Walker.


101. I really should’ve learned his character's name so it doesn't seem like I keep saying bad things about actual Paul Walker.


102. It’s kind of cute Zach takes his sister to prom. Anna Paquin’s dress was my promwear goals as a teen.


103. Taylor's look, omg! The gold lipstick! The body glitter! It’s so terrible and also amazing. 


104. Laney looks so goooooooood.


105. YES. THE DANCE SCENE! I LOVE THIS SCENE SO MUCH.


106. It’s completely absurd and also absolutely fun.


107. “Alright dance club, let me see what you’ve got.” OH so they’re the school’s dance club? This...actually almost makes sense now. 


108. The dance move Taylor does here was, like, the epitome of cook and sexy when I was 13.

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109. Why is Zach actually slow dancing with Taylor right now though? Has he just given up on Laney?


110. Paul Walker’s character is truly so gross in this.


111. The Bash Brother didn’t wash his hands after going to the toilet!


112. Why are they treating the information that Paul Walker has a hotel room and wants to bang Laney as some kind of revelation? It’s like, pretty clear that that’s what his motivations might be to anyone with eyes.


113. Omg I just realised Taylor is wearing gold butterfly clips in her hair! Incredible.


114. Okay this bugs me. Why don’t Bash Brother and Anna Paquin try to talk to Laney about their concerns, rather than running to Zach? She hasn’t left yet, and he’s on stage and everything – it just makes no sense. Also, like, treat her as though she has some agency and isn’t just Zach’s property/a damsel who needs rescuing. 


115. Like, what if she WANTS to sleep with Paul Walker, hmmm?


116. Okay, but it does lead to the amazing moment of her walking in to find Zach standing in her lounge room. My heart still flutters. 


117. “Sexual harassment is still a big deal these days.” Hooo boy, you can say that again. And this is a Miramax film. Eeeeeeek. 


118. Meanwhile Paul Walker was coming on so strong, she had to actually use her fog horn thing to get him away? He wasn’t just taking “no” for an answer? This is actually a really awful and traumatic thing she’s just experienced, and they’re kind of brushing over it real quick and playing it for laughs? Not a good look.


119. “You missed your prom?” Wasn’t it almost over?

120. “I made that bet before I knew you, Lainey. Before I really knew me.” Ooh that is a good line. 


121. “What did you end up losing?” “My best friend.” ALSO A GOOD LINE.


122. “Can I have the last dance.” “No. You can have the first.” Yep. Good line again. 


123. So...Zach’s not really going to art school, right? I feel like his whole plot is just kinda unresolved. But maybe that’s the point?


124. YAAASSS THEY’RE FINALLY KISSING!


125. I love that it was Laney who made the first move, too.


126. Yeah the Paul Walker not being able to hear thing isn’t funny given the context, hey.


127. I’ve always found this ending so goofy. Like, how was Zach just sitting there, in the crowd, totally naked? 


128. I mean, not gonna lie, it still makes me grin like a fool. I love that “Kiss Me” is playing again, too.


129. Okay, I have to say, this movie held up pretty well, all things considered! Like, there are some problematic elements, but it still just makes me really happy. No regrets.