Rachael Leigh Cook on What Those ‘She’s All That’ Memes Miss About Her Character’s Transformation

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She’s All That has earned its place among teen rom-com royalty, a late ’90s film that has remained endearingly relevant — even as popular music, fashion and high school hierarchies have evolved.

What has also remained eternal is fans’ humor around central character Laney Boggs’ (Rachael Leigh Cook) Cinderella-esque transformation. The nerdy and uptight every girl gets a makeover mid-movie as she assimilates into the vicious and conceited world of her love interest, popular jock Zack Siler (Freddie Prinze Jr.). Yet, even as that pivot from outsider to prom queen material is easily one of the most iconic moments in teen romantic dramedy history, there’s one thing fans have spent years calling out: the implication that all Laney needed to do to become beautiful was to take her glasses off.

It’s become a meme and is probably one of the most instantly recognizable things about the film — outside of Matthew Lillard’s party dance to Rick James’ “Give It to Me Baby.” Now, in a new interview with Vanity Fair ahead of the release of She’s All That‘s genderswapped sequel He’s All That on Netflix, Rachael Leigh Cook is sharing her own take on Laney’s transformation, arguing her character’s evolution was actually more about an internal makeover.

“I always thought of her appearance as being secondary when we shot the movie, that it was really more about her transformation of attitudes,” Cook explained. “[Laney] was so anti-everything — so ultimately standoffish and snobby in her own way. It’s really about our personal transformation. But that’s not what they make memes about, so here we are.”

“I will say that the transformation of Tanner Buchanan in He’s All That, from a bird’s-eye view, is way more impressive than my makeover reveal,” she added.

Cook also reflected on working with the stacked She’s All That cast, which in addition to Prinze and Lillard, also included Anna Paquin, Gabrielle Union, Sarah Michelle Gellar, Elden Henson, Dulé Hill, Clea DuVall, Kieran Culkin, Jodi Lyn O’Keefe, Lil Kim, Usher and the late Paul Walker. Cook expressed that she remembered “shooting almost every scene” and “loving the dialogue,” before acknowledging how she felt after hearing the news of Walker’s death in 2013.

“I remember how hard it hit me when I heard about Paul’s passing because you always think that there’s going to be — this is the corniest thing I’ve ever said — but you always think that there’s going to be time to reminisce with people, the way I’m doing with you now — or the way I got to do with [Matthew Lillard] — about a time that was.”

Speaking to another major teen title she worked on, 2001’s musical comedy Josie and the Pussycats, Cook elaborated on previous comments she made about how her career was negatively impacted following the movie’s poor box office performance. When asked about how she emerged from that, Cook shared that prior to that moment, she “didn’t know that movie jail was a thing until I found myself in it” but got a quick crash course in the business side of the entertainment industry.

“It is very real because show business is that — it’s a business. At a certain point, it doesn’t matter if people think you’re talented or not. If you don’t make dollars and cents, you don’t get to go make dollars.”

As for how she got out of it, Cook chalked it up to her more lax perspective about her career and life in Hollywood, which was both to her detriment and benefit, and the ability to continue work in the independent space. She said it also led her to opportunities to “change the narrative and my position in the industry a great deal when I started producing and creating my own projects.”

“I think that the fact that I didn’t care was most detrimental to my overall career and very helpful to my mental state simultaneously because the independent scene was flourishing very much at that time,” she explained. “So I could just throw what was left of what could be considered my bankability into helping get other small movies made. That felt really good because I got to feel out my range and do parts that maybe I never would have gotten in huge-budget studio movies.”

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