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The Dance Scene No One Wanted: An Oral History Of The ‘She’s All That’ Prom

The year was 1999. Some of us were waiting for our dial-up to connect to The Internet while rewinding our Blockbuster VHS rental of “There’s Something About Mary” and listening to Britney Spears’ ”… Baby One More Time” on our Sony Walkman. 

Some of us at the time were teens who scraped together $5 every time a movie poster with bright, youthful faces flanked our local cinema. There were a lot of them during the last year of the 20th century: “10 Things I Hate About You,” “Cruel Intentions,” “Never Been Kissed,” “American Pie.” 

But only one of those films can be credited with ushering in a hyper-era of teen flicks, and that is “She’s All That.” Premiering on Jan. 29, 1999, the movie tells a story that’s felt rote since the dawn of teenage-perspective movies. Neurotic high school jock Zack Siler (post-“I Know What You Did Last Summer” Freddie Prinze Jr.) bets his oafish buddy Dean Sampson (Paul Walker) that he can turn the purportedly underwhelming, glasses-wearing artist Laney Boggs (Rachael Leigh Cook) into the school’s prom queen, a vendetta inspired to irk Zach’s ex-girlfriend Taylor Vaughan (Jodi Lyn O’Keefe).

It’s a classic tale of adolescent popularity run heinously amok, punctuated by the mother of all teen movie tropes: a perfectly choreographed prom dance.

Despite initial critiques, “She’s All That” hit No. 1 at the box office during its debut week and grossed over $103 million worldwide ― making those at Miramax (including a now disgraced producer named Harvey Weinstein) very happy. Its theater success and subsequent Blockbuster rental appeal all but ensured that every kid with access to a VHS player could memorize the moves to a song no one remembers being called “The Rockafeller Skank.”

The prom scene, choreographed by then-newcomer and now very successful director Adam Shankman, featured a 1960s inspired number set to Fatboy Slim’s ill-titled song. It was orchestrated, in part, by the one and only Usher Raymond. Lil’ Kim danced in line; Gabrielle Union followed. Even Anna Paquin made a quick stop-by. 

The scene so perfectly encapsulates the teen movie wave of 1999 ― with its indulgent premises, unrealistic leading characters and wildly unrelatable high school conflict ― which is why HuffPost took a trip down memory lane to discuss the making of the sequence with “She’s All That” cast and crew members, including Cook, Shankman and director Robert Iscove.

Dust off your boombox, crank some Sixpence None the Richer and pour yourself a Yoo-hoo because, right about now, the funk soul brother… or whatever. 

Clockwise from left: Adam Shankman, Rachael Leigh Cook, Bree Turner, Robert Iscove and Jodi Lyn O'Keefe. 

Clockwise from left: Adam Shankman, Rachael Leigh Cook, Bree Turner, Robert Iscove and Jodi Lyn O’Keefe. 

Finding The Spam To Make It All Stick 

How the cast and crew came together under the unfortunate leadership of Harvey and Bob Weinstein of Miramax Films.

Robert Iscove (director): I had just done “Cinderella” with Whitney Houston and Brandy, and I was one of 2,000 directors being considered for “Chicago,” the movie. Harvey called me about that because both Whitney and Brandy had recommended me to him. So we started talking about “Chicago” and what my take on it would be. And then the movie got put on hold, and Harvey said, “In the meantime, I have this comedy I would like you to do.” It was a trial of how we were going to work together, and it became “She’s All That.”

Rachael Leigh Cook (Laney Boggs): I don’t really even remember what my first audition was. I remember the second was the screen test and the studio was mostly dark with a light and a simple camera shooting me — it wasn’t a typical audition room. I wore a T-shirt that I got from a garage sale back in Minnesota, where I’m from, a very old T-shirt from the Art Institute of Chicago, which was very unflattering but, I thought, very character-appropriate. I think I still have it somewhere because it seems like a lucky thing.

Robert: Harvey was really leaning toward Rachael. At that point, Rachael was the only one who was even being talked about. When Harvey gets behind something, at least at that time, he was wonderful about getting the best and the brightest because he had his fingers in so many pies. He knew who every upcoming young starlet was, and that’s one of the reasons I think we wound up with such an amazing cast.

Rachael: I mean, in light of everything that we learned, I guess I’m happy for my own sake to report that I was never so much as invited to lunch [with Harvey]. I had never received any personal attention from him at all. I was told that they liked my work in the other movies that I had done for them ["House of Yes” and "All I Wanna Do”], and that’s probably why I got this part.

Robert: We were reading every young actor in Hollywood. Freddie [Pri[Prinze Jr.] done “I Know What You Did Last Summer,” but I don’t know too much more than that. He was one of the names [bei[being tossed around]d I met him and thought, “This is our guy.” Then, right after we got Paul [Wal[Walker]chard Gladstein, who worked for [Que[Quentin]antino’s company, was one of the producers on “She’s All That” and knew Paul, so we had a meeting and Paul was great. He had done “Varsity Blues” and the Disney movie “Meet the Deedles,” but again was at the very start of his career. Once we got the three of them, pretty much everyone wanted to be in the movie.

Jodi Lyn O’Keefe (Taylor Vaughan): I’m sure it didn’t hurt that I was coming off of “Halloween H20.” Taylor was your typical entitled girl, and I had experiences with several someones who were like her in high school, so it was actually pretty easy for me to pull from that. Everybody knows that girl, it’s true!

Robert: We had M. Night [Shy[Shyamalan]o was trying to start his career, do a pass on the script [by [by R. Lee Fleming Jr.]en we had these actors at their starts — even from Milo Ventimiglia doing a tiny little role, and Clea DuVall as Misty, Kieran Culkin playing the younger brother and Anna Paquin, who was 16 when she did the movie.

Rachael: Kieran was great. I have absolutely loved watching his career completely take off and love his show “Succession.” If it was on right now, I probably would’ve pretended that I was busy and couldn’t talk because I love it so much.

Robert: Freddie was also starting to date Sarah Michelle Gellar, and he said, “Would you mind if Sarah came on and did a cameo? She doesn’t want to talk, but…” And I said, “Bring her on! We’ll put her into the cafeteria.” And it wasn’t lawyers saying, “Oh, she’s on this ‘Buffy’ series, and can you afford her?” It was, “She’s here, she wants to do it.” 

Rachael: How was she even free for 10 minutes? I’m so confused about that. She’s an angel for doing that.

Robert: The fact that we got so lucky finding these people at this time in their lives with a script like that was lightning in a bottle. 

Jodi: We were all really young and starting out, and there was just this energy of excitement every single day. Getting up to go to work early in the morning was a pleasure, and we never wanted to leave. We were all having such a great time.

Wait, Did You Say Dance Sequence? 

The cast members were thrilled to be a part of the movie, but once they heard about a choreographed dance routine, freakouts commenced.

Jodi: I don’t think they had any of us dance when we auditioned. [Laughs]y maybe should have! 

Rachael: I didn’t even read the script or realize there was going to be a full-on production number. I chalk that up to being relatively new to the business. Every set is different, but I was not ready for what happened those days. 

Jodi: I knew there was a prom scene, but I didn’t realize we were all dancing and it was going to be choreographed. Even right up until the time we were getting ready to shoot!

Robert: [The[The dance sequence]n’t actually in the script. When we were shooting, Freddie and Rachael both said that they had never been to a prom, so I decided I would give them a great prom and make it look like a ballroom somewhere in downtown L.A., like the Biltmore or something like that.

Rachael: I’m calling bullshit on what Rob said. That’s ridiculous. Rob was a choreographer, and this was a perfect storm with the fact that our producer Jennifer Gibgot’s brother is Adam Shankman. The Adam Shankman. A legendary choreographer. So between the two of them, it’s a miracle the whole movie wasn’t a Busby Berkeley musical!

Robert: I was a choreographer for years. I choreographed the film of “Jesus Christ Superstar.” I directed and choreographed “Peter Pan” on Broadway with Sandy Duncan, a long time ago. I did Alice Cooper’s “Welcome to My Nightmare.” I’m a Juilliard graduate. But Adam Shankman choreographed this scene. His sister, Jennifer Gibgot, was one of the co-producers at Tapestry Films, who produced “She’s All That.” Jennifer was talking about her brother who wanted to be a director. He had just done a video showcasing his choreographic work, and I looked at it and went, “This is fantastic, and this would work perfectly for [the[the prom scene] And basically, Adam adapted his reel to become the dance number in “She’s All That.”

Adam Shankman (choreographer): Jennifer was putting together this incredibly low-budget movie, and I was working as a choreographer at the time, and she just reached out and said, “We have a couple of sequences. Rob, the director, would love these numbers to be really elevated. Would you come and give me a hand?” And it’s my sister, what am I going to do, say no? So I did. 

I kept trying to understand [the[the dance scene]ause I was concerned that, tonally, it wouldn’t match into the rest of the movie. Rob has a musical background, and he was really committed to this idea, and so I was just like, “Listen, I’ll do the best I can, and you’ll have to figure it out.”  

Robert: Looking at the script, if you take the dance number out of the prom scene, which is pretty much the climax of the movie — Is she going to be prom queen or is she not going to be prom queen? — it is very short. So, I wanted to expand it and give it more screen time. Also, I wanted to show Bob and Harvey, “This is what you can do with dance on film,” because Bob, especially, didn’t understand musical numbers or how they could work in films at all.

Adam: That was like a no-fly zone at the time. That was dead on arrival. There were no musicals being made back then. So, I loved what a big swing Rob was taking, and I supported it, obviously, as a theater person and a person who loves dance. But, yeah, it was really complicated. I love the irony that, ultimately, it was Weinstein who made “Chicago,” right? [Laughs]p>

Robert: I wanted to show that dance and music can further story. That’s also why I did the performance art ― I wanted a scene where both Laney and Zack see each other in a totally different way, which is really the turning point in their relationship. The dance at the prom was, “This is entertainment and people will love it.” And the performance art was, “This conserves story.” 

Rachael: I liked the performance art scene. I remember thinking that the hacky sack part was going to be pretty awkward, and I was glad that I didn’t have to do that. The part I had to do really tracked for my character. But the thing that balanced out the dance scene is that the first person to dance a choreographed routine was Matthew Lillard’s character [Bro[Brock Hudson]>

Adam: There was another scene with Matthew Lillard, which I did really quickly. I think we worked for like an hour in the space before we shot. That was just like a little comedy bit.

Rachael: There’s so much ridiculousness with him doing a dance number at the house party that it’s not that much of a surprise, I guess, when the whole of the auditorium bursts into a choreographed number at prom.