Freddie Prinze Jr. stars as Zack Siler, the Big Man on Campus at a trendy Los Angeles high school. Zack is the senior class president, captain of the soccer team and possessor of the fourth highest G.P.A. in school. Upon returning from spring break, though, the cocksure senior discovers that his equally envy-inducing girlfriend, Taylor (Jodi Lyn O'Keefe), has fallen for some out-of-town stud. This tragic social turn of events puts a serious crimp in Zack's prom plans. Who's going to be prom king and queen now? In a moment of serious moral weakness, Zack makes a bet with his jock buddies that he can transform any girl in school into a glittering prom queen. Enter social zero Laney Boggs (Rachael Leigh Cook), who becomes the object of this secret wager.

I think everyone can see where things go from here: Zack does his best to woo the geeky student; she is soon transformed into a stunning beauty; Zack falls in love for real; the terms of the bet are eventually revealed; an incensed Laney splits; Zack spills his true feelings; happy ending with fireworks follows.

What should have been a sappy, derivative bit of teenage fluff is saved by the surprisingly sensitive efforts of first-time writer R. Lee Fleming Jr. and first-time director Robert Iscove. Although the film flirts with clichés the entire way, it never manages to wallow in them. Zack's typical jock role is balanced out by his intelligence (he's been accepted to several Ivy League schools) and his emotion (he's scared of following in his dad's high-pressure footsteps). Laney, meanwhile (hiding behind glasses and a hair bun that portend only the most thinly veiled beauty), is no ordinary geek. She's actually a talented art student whose social awkwardness is only a blind for her emotional problems.

Starwise, Freddie Prinze Jr. exudes enough nice guy charm to qualify as a major leading man next go-around, and Rachael Leigh Cook has enough kewpie doll cutes to tag her as a future locker pin-up queen. Together, they make for a realistically awkward, but swooningly cute couple. There are enough good moments of pop culture-infused comedy (Taylor, for example, dumps Zack for "a guy who got kicked off MTV's 'The Real World'") to keep things buoyant when the mushy stuff starts flowing.

While She's All That hardly has much of deep importance to say, it at least has the guts not to treat its story like a dumb frat joke. Zack is far from a bad guy, and Laney is a long way from being pathetic. What's especially nice is the acknowledgment that both protagonists need a little changing. Zack needs the self-confidence to be his own man and not be the bulletin board upon which everyone (from students to parents) seems to be pinning their most golden hopes. Laney doesn't really need the physical transformation (although it certainly doesn't hurt), but she does need an emotional readjustment. The death of her mother in early childhood has left Laney emotionally bottled and unwilling to break out of her shell--a fact that's evident even in her artwork.