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There hasn't been a better time for teens on film (or TV) since the John Hughes mid-1980s. They're getting good scripts and are benefiting from a swelling pool of great-looking actors and a huge potential viewing audience (doesn't it seem like there are tons of teens lately?). Even the adults in Hollywood are tripping over themselves to get in on the teen action.

One of the sweeter and more sophisticated on the teen scene is "She's All That." The movie is all that, and the proverbial tub of popcorn.

It takes place at one of those high schools you think you're going to hate. Model-like girls strutting the halls like they're catwalks, cell phones welded to their ears; buff young studs checking them out, shouting, "Yo, baby" and "Peace."

Zack Siler (Freddie Prinze Jr.) is Mr. Perfect -- captain of the soccer team (so much more civilized than football) and academic go-getter. His wundergirlfriend, Taylor Vaughan (Jodi Lyn O'Keefe), has returned from a spring break excursion with her entourage and proceeds to dump poor Zack for a cheeser she met while filming an episode for MTV's "The Grind." He's Brock Hudson, a "The Real World" housemate and a legend in his own mind.

Anyway, after Zack dusts himself off, he swaggers with his buddy Dean (Paul Walker) and proclaims that he made Taylor who she is. He's then backed into a bet with Dean that any girl he dates can be transformed into the prom queen.

Dean picks Laney Boggs (Rachel Leigh Cook) as Zack's ugly duckling. Now Zack has a few short weeks to turn loner, artsy Laney into a stunner.

Laney creates angry collages in art class, lives with her pool-cleaner father and nerdly kid brother and works at a Middle Eastern take-out pushing falafel balls. ("Can I supersize your balls, sir?") Laney is smart and hard as nails, and this won't be just another task Zack can do in his sleep.

Zack proceeds to romance Laney, and she puts him through the paces. She takes him to a performance art club, where she bullies him onto the stage. What she doesn't expect is his moving, exhilarating improvisation incorporating poetry and hackey sacking.

She also doesn't expect him to show up with the JV soccer team (who has been ordered to clean her house) while his sister, Mackenzie (Anna Paquin), does her hair and makeup.

The usual (but not completely predictable) events unfold, with some of the beautiful people slowly accepting Laney, but not Taylor and her b------ in waiting. Taylor is a prom queen legacy, and she's not going to lose the tiara to a pool cleaner's daughter.

Of course Zack falls for Laney, but she's changed by him as well. She blossoms and comes into her own. And Zack gains the confidence to face his future.

Prinze and Cook appeared together before, in "The House of Yes," and are two young actors with potential. They're, both, sweet and honest and really good.

This "Pygmalion"/"Cinderella"/"Pretty Woman" theme is a feminist no-no, but the film was done with so much heart, and brains, it's more than forgivable.

If the story of Zack and Laney sounds a little sugary (and it's not, really), then "She's All That" is still a must, must, must-see for Matthew Lillard. Lillard, who played Stuart in "Scream," is outrageous as the obnoxious, self-absorbed would-be actor Brock Hudson.

Lillard cuts a hilarious swath through the movie. You can't wait for him to pop up next. His love for himself climaxes at a party where Brock treats those assembled to an embarrassing dance to Rick James' "Give It to Me Baby." Lillard is just as great in "S.L.C. Punk," which premiered at the Sundance Festival this week. If and when it opens in the area, run to see it.

An odd and eerie note: Prinze, 22, is the son of Freddie Prinze, the comedian who killed himself just as his career was skyrocketing. Freddie Prinze was 22 when he died, and Friday, the movie's release date, was the 22nd anniversary of his death. In interviews, however, Freddie Prinze Jr. sounds like a levelheaded kid well aware of the downside of celebrity.

She's All That

Rating:*** A frumpy smart girl is wooed by the class jock as part of a bet to turn her into the prom queen. Starring Freddie Prinze Jr., Ra chel Leigh Cook, Matthew Lil lard, Anna Paquin and Kieran Culkin. Directed by Robert Is cove. Rated R, playing at area the aters.UE1

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