She's All That is a hip romantic comedy about sex, style and popularity set in the capricious world of a trendy LA High School. Senior class power-couple Zack (Freddie Prinze Jr.) and Taylor (Jodi Lyn O'Keefe) are breaking up. Thanks to Taylor's social climbing antics, Zack, the school's most popular dude, has been dumped for a self-absorbed celebrity called Brock Hudson (Mathew Lillard).

On the rebound, Zack bets his best friend Dean (Paul Walker), that any girl - with the right hair and make-up - can be transformed into the prom queen. As the rules of the bet dictate, Dean will pick the girl which Zack must elevate to senior class royalty. Enter Laney Boggs (Rachael Leigh Cook), an awkwardly, unassuming art student craving truth, justice and making a difference, a world with little time for 'way cool' jocks like Zack. Can Zack complete the bet and transform the paint-splattered Laney into "My Fair Prom Queen"? Or will he discover the charm and beauty that exists deep down within the girl that's simply "all that"?