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, and Paul Walker. After being dumped by his girlfriend, Zack Siler boasts he could make any girl at his high school popular. It is a modern adaptation of George Bernard Shaw's play Pygmalion and George Cukor's 1964 film My Fair Lady.