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About The Production
Principal photography for "SHE'S ALL THAT" began August 6, 1998 and wrapped eight weeks later

Principal photography for "SHE'S ALL THAT" began August 6, 1998 and wrapped eight weeks later. The film used a wide variety of Los Angeles area locations to evoke the Southern California good life, including mansions in Malibu and Bel Air, a quiet cove at Leo Carrillo State Beach, the high-tech Cerritos Center for the Performing Arts and a boutique-laden stretch of Melrose Avenue. Torrance High School became the fictitious Harrison High, and a comfortable neighborhood in nearby Redondo Beach was home to the less affluent Boggs family.

Although the story is set in L.A.'s exclusive Pacific Palisades, the world of "SHE'S ALL THAT" exists in many places. "This could have been my high school," said actor Dule Hill, who grew up on the East Coast and plays Zack's friend Preston. "When I read the script, I knew all the characters, down to the freshman girl who says, 'He spoke to me!' after Zack walks by."

While its attitude is completely up-to-the-minute, "SHE'S ALL THAT" actually reflects the classic romantic ideals of Pygmalion and Cinderella. "We tried to create something that resonates whether you're 14, 40 or 80, wherever you happen to live," said Director Robert Iscove. "Everyone has been picked on, everyone has felt like an outsider, and everyone wants you to love them for who they are and to see past the facade they present to the rest of the world."

The film's humor is rooted in its language. "Lee Fleming has a very unique voice," Iscove observed. "It feels very contemporary because you haven't heard it before. Adults tend to think it's the way kids speak, kids think it must be the way surfers or people in L.A. speak. But it's Lee's particular take on these kids and what they do and how they sound."

Rachael Leigh Cook, the first actor cast in "SHE'S ALL THAT, was seduced by the script's humor. "Very few things make you laugh out loud when you're by yourself. But when I read the script, I was laughing my head off in the middle of the night all alone," she recalled. "I just wanted to grab someone and say, 'This is really funny! I want to do this!'

"It's such a big, diverse group of characters," Cook continued, "and Lee separated them really well. Even in the group of Taylor's flunkies, they're all people unto themselves with their own stories going on."

The humor worked on the set as well as on the page. "There were so many moments we had to cut and start again because I was laughing so hard," said Jodi Lyn O'Keefe, who delivers some of the film's best lines as the outrageously selfish Taylor Vaughan.

For Anna Paquin, who plays Zack's sister Mack, the script's darker notes also rang true. "This movie doesn't pretend that things are fun all the time," said the young actress. "Some of it's a bit sad because that's the reality of life. You can imagine real people stewing in these situations."

Laney's artwork, mixed media collages created by Venice artist Terrell Moore, also contrasts with the film's humor. She's determinedly serious in expressing views on world conditions from a 17-year-old's perspective.

Iscove worked hard to balance the script's humor and romanticism. "A lot of the teen films I've read are very one-level," he said. "'But in the best high school movies, especially the early John Hughes movies like 'Pretty in Pink', 'Sixteen Candles' or 'The Breakfast Club', the


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