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12 Surprising Facts About She’s All That

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The late 1990s saw a resurgence of teen romantic comedies, like 10 Things I Hate About You, Can’t Hardly Wait, and 1999’s She’s All That. The movie opened Super Bowl weekend and was the number one movie at the box office. In fact, at a $16 million weekend gross, it was the biggest opening for a Miramax film at the time. She’s All That went on to gross $103,166,989 worldwide and ranks number nine on the all-time high-grossing teen romance film list, behind the Twilight series. Freddie Prinze Jr. starred as Zack, a high schooler who makes a bet with Dean (Paul Walker) that he will groom the nerdy Laney (Rachael Leigh Cook) into a prom queen. A modern adaptation of Pygmalion and My Fair Lady, the film launched Prinze’s leading man career, and also featured early performances from Kieran Culkin, Gabrielle Union, Usher, and rapper Lil’ Kim. The soundtrack played an important part in the movie, too: Sixpence None the Richer’s “Kiss Me” and Fatboy Slim’s “The Rockafeller Skank” propelled She’s All That into iconic territory. Here are 12 surprising facts about the film.

1. M. NIGHT SHYAMALAN DID AN UNCREDITED REWRITE OF THE SCRIPT.

In 2013, M. Night Shyamalan confessed to Movies.com that he “ghost-wrote the movie,” though the credit solely went to R. Lee Fleming Jr., who stated Shyamalan lied about writing the script. But former Miramax employee Jack Lechner confirmed Shyamalan’s involvement. “He did a solid rewrite,” Lechner told Entertainment Weekly. “He made it deeper, made the characters richer. I can see how Fleming would say it’s his movie, and I can see why M. Night would say it’s his movie. They’re both right.”

One of Shyamalan’s contributions to the rewrite was the ending graduation scene. “He came up with an idea of when he was in high school, somebody streaked across their campus at graduation, which I thought was fun but I didn’t know quite how to do that given the constraints of our rating and also the time that I had to do it,” She’s All That director Robert Iscove told Cosmopolitan. “That’s why I did the graduation with Freddie just getting up and tossing the soccer ball to her.”

2. THE CASTING OF LANEY FOCUSED MORE ON THE ACTRESS’S PERSONALITY THAN LOOKS.

Besides Cook, the producers considered Leelee Sobieski, Mena Suvari, and Jordana Brewster for Laney. “She had to be beautiful, self-deprecating, funny, withdrawn, and all that,” Iscove told The Daily Beast about the role. Yet looks weren’t the only thing that mattered. “Times have changed a lot in Hollywood, but back when we did the movie, it was very much the Hollywood standard [to cast] a beautiful girl,” Iscove told Cosmopolitan. “It was going to be our Clark Kent moment. You’re never going to get the ugly duckling to really transform … certainly [not] back then. [So] it was more the quality of the actor that we wanted to go for, someone who could have the range from being very standoffish and cerebral and in her head, and then open up and be warmer and interact with the people and be more than, ‘How beautiful.’”

3. THE FILM WAS RELEASED ON THE ANNIVERSARY OF PRINZE’S FATHER’S DEATH.

Prinze's famous actor-comedian dad, Freddie Prinze, committed suicide on January 28, 1977 (he was pulled off life support the next day), when Prinze Jr. was just 10 months old. The movie came out on January 29, 1999—22 years after the tragedy. Because of the anniversary, Prinze wasn't feeling up to attending the premiere. “I had crazy visions like something bad was going to happen. But I got there and everyone seemed to enjoy it,” he told The Daily Beast. “I’ve only seen the film once and it was in that weird frame of mind, so I’ve never really gotten the opportunity to properly appreciate it. Hearing Harvey Weinstein go, ‘I don’t care if your father died today! You’re going to the premiere of the movie!’ which was what they were feeding me, was hardcore.”

4. IT HELPED MAKE “KISS ME” A WORLDWIDE HIT.

Sixpence None the Richer recorded the song “Kiss Me” in 1997 for their eponymous album and released it as an official single in 1998. When the song was used in the film, it peaked at number two on the Billboard charts and remained in the top 10 for 16 straight weeks. In 1999, the song was ubiquitous—it also appeared on Dawson’s Creek a couple of times. As lead singer Leigh Nash told Pop Entertainment, a man from Columbia Records came to a showcase they did in L.A. and heard them play “Kiss Me.” “He knew it was the single and I imagine had heard it before, but he thought it would be perfect for a summer movie. Actually, it wasn’t a summer movie, it came out in the end of January, I think. But, he was right. It definitely was a hit with the young folks.”

5. THE WEINSTEINS CONSIDERED HAVING A SWORD FIGHT IN THE MOVIE.

The brothers apparently had a thing for sword fights, as they wanted to put one in She’s All That and in another Prinze movie, Boys and Girls, apparently for no reason whatsoever. “‘It’ll be from the drama department, and there’ll be this sword fight, and it’ll be great!’ We were like, ‘That’s not even in the script!’ And then his brother, Bob, comes in and goes, ‘Yeah, it’ll be great,’” Prinze told The Daily Beast. “Those were the crazy notes you’d get from the studio back in the day. I don’t understand how Miramax directors didn’t all go insane.”

6. KIERAN CULKIN DIDN’T UNDERSTAND HIS HEARING AIDS.

Kieran Culkin’s character, Simon, wore hearing aids in the movie, which seemed arbitrary to the actor. “It’s one of those movies that always seems to be on—and I only know that because friends are always telling me, and then they’ll ask, ‘Why did you have hearing aids?’ and I’ll be like, ‘I don’t f*cking know!’” he told The Daily Beast.

7. THE “HOOVER” SCENE WAS ADDED TO MITIGATE MALE MOVIEGOERS.

Two bullies try to mess with Simon (Culkin) by putting pubic hairs on a piece of pizza, but Zack intervenes and forces the guys to “hoover” their own creation. Though the pubic hairs were made of corn stalks, the studio bosses wanted to keep the PG-13 rating. “There were hours of conversations about, ‘Well, how many corn stalks do we put on the pizza? Has he torn out all of his pubes, or only a couple of pubes?’ But now it’s one of those great, groan-worthy moments,” Iscove told The Daily Beast.

Iscove explained to Cosmo that the scene was intended to cater to men, who don’t typically like going to see romantic comedies. “So in order for them not to veto it, a certain amount of hot girls and a certain amount of gross-out [were necessary], which is why Laney starts at the beginning hocking the loogie, which is a little bit disgusting—but guys are immediately with her and with the movie. And the pube stuff keeps them going so that they can get to the romance later on. We were careful to tread that line."

8. DULÉ HILL AND PRINZE TAP DANCED TOGETHER.

Dulé Hill wasn’t allowed to tap dance during the prom scene, but he would tap dance on set. “When we were shooting the volleyball sequence at the beach, I heard him sliding and tapping his feet on the wood, and I said, ‘Are you tap dancing?’ And he said, ‘I’m a hoofer, man.’ And that’s how we bonded,” Prinze Jr. told The Daily Beast. “We started going to this dance studio in Hollywood and we’d tap dance. We did it all the time. Eventually, I turned a room in my house into a tap dance studio and we’d put on rap music, tap dance, and drink scotch until like 4 in the morning.” The two friends reunited on Hill’s show Psych in 2010 when Prinze made a guest appearance.

9. JODI LYN O’KEEFE CRUSHED ON PAUL WALKER.

During an interview with Cosmopolitan, Jodi Lyn O’Keefe admitted she had a crush on Paul Walker. “I was like, ‘What is that beautiful human being?’ I think we all felt that way, like, we all walked onto the set and it was like, ‘Who is this Adonis?’ He was a doll baby, that’s what I called him. He was just one of the sweetest men I’d ever met. It’s terrible when anyone passes too soon. I remember it knocked the breath out of me. I felt really heartbroken for his daughter, because that was what we talked about the most when we were at work, we talked about his daughter, and it just felt so tragic and wrong, so early in his life.”

10. PRINZE TRAINED WITH A PROFESSIONAL HACKY SACK PLAYER.

In one of the film’s most memorable scenes, Prinze performs hacky sack at a performance art show, in front of Laney. “I can’t hacky sack like the way you saw that sequence cut together—I have five, six reps in me tops,” he told The Daily Beast. “I had to have an earpiece in my ear that kept this weird, modern art, crappy beat in my head, and do the hacky sack, and even if it fell, I had to continue the sequence: ‘Never let it drop … don’t let it drop … sooner or later, it has to drop.’ To prepare for the scene, the producers brought in a world-class hacky sack player to help Prinze keep the rhythm going, “and in five minutes he had me going from six in a row to 12 in a row,” Prinze said.

11. LIL’ KIM WAS THE MOST EXTRAVAGANT CAST MEMBER.

When they filmed the movie, the rapper was already famous—but Iscove didn’t realize it until near the end of the shoot. “I thought, ‘Thank God I didn’t know about this before,’ because I only knew her as this sweet young thing that she was presenting in the film,” he told The Daily Beast. Prinze was aware of her status, though. “This movie cost us $6 million to make,” Prinze told The Daily Beast. “It was not a big budget film. Lil’ Kim showed up in a stretch limousine to the set and was wearing almost our budget in diamond earrings, rings, necklaces, sunglasses, high-heeled shoes with diamonds on top. I remember thinking, ‘This girl’s got like $3.5 million on her right now!’ And that’s how she came to the set every day. I remember thinking, ‘I wish I had some rap talent!’”

12. A REMAKE IS IN THE WORKS.

In April 2015, The Wrap reported that Tonya Lewis Lee (Spike Lee’s wife) plans on producing a remake, with Kenny Leon directing it for The Weinstein Company.

But Iscove doesn’t think a remake makes sense. “It’s so quintessential ’90s, so hopefully if they’re going to do it, they’re going to make it whatever a 2016 version is,” he told Cosmopolitan. “But if you’re going to do that, why not just do Pygmalion in high school, why do She’s All That? She’s All That was of the time. It’s like, I could remake Pretty in Pink or Sixteen Candles, but unless I’m going to use it of that period and of that time with those people, why call it Pretty in Pink? It’s not going to be Molly Ringwald. She’s All That is not going to be Freddie and Rachael. I wish them well. I hope they make it a contemporary version.”

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20 Things You Might Not Know About Mr. Show
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You never need an excuse to look back at Mr. Show with Bob and David, but given that today is co-creator Bob Odenkirk's 55th birthday, now seems to be as good a time as any.

1. BOB ODENKIRK AND DAVID CROSS’S FIRST MEETING DID NOT GO VERY WELL.

Following four years of writing on Saturday Night Live, Odenkirk was in Los Angeles in 1992 as a writer for the Chris Elliott Fox cult classic Get a Life. David Cross was a comedian in L.A. after performing for years in Boston. One boring afternoon, Cross asked friend and fellow stand-up Janeane Garofalo if she knew anybody that played basketball. The two went to Odenkirk’s house, and Garofalo introduced David to Bob and then asked if he wanted to play basketball. He said no.

2. ODENKIRK AND CROSS FIRST WORKED TOGETHER ON THE BEN STILLER SHOW.

Despite their inauspicious beginning, the two ended up having numerous fruitful collaborations, starting with their work on The Ben Stiller Show. Odenkirk was a writer/performer on the short-lived but Emmy award-winning sketch show with Garofalo, Stiller, and Andy Dick. Cross was brought in in the middle of the show’s 13-episode run as a writer.

3. THE CO-STARS FIRST PERFORMED ON STAGE TOGETHER AS "THE THREE GOOFBALLZ."

Odenkirk and Cross performed sketch comedy together at the Diamond Club in Los Angeles, with a third improviser that, the joke went, would either be deceased or out elsewhere getting high.

4. "THE THREE GOOFBALLZ' WAS ALMOST THE TITLE OF MR. SHOW

Odenkirk also pitched the title Grand National Championships, but David Cross was never a fan of it.

5. JACK BLACK, SARAH SILVERMAN, AND OTHER FUTURE STARS APPEARED ON THE SHOW BEFORE THEY WERE FAMOUS.

Black was in four episodes of Mr. Show, starring in the classic Jesus Christ Superstar parody “Jeepers Creepers.” Silverman was a performer in 10 episodes. Mary Lynn Rajskub, best known as Chloe on 24, was a featured actress in the first two years. Tom Kenny, the voice of SpongeBob SquarePants, was a series regular for a majority of the run. Scott Adsit, a.k.a. 30 Rock’s Pete Hornberger, was in six episodes.

6. PATTON OSWALT WARMED UP THE MR. SHOW CROWD.

In addition to performing stand-up before tapings and keeping the studio audience interested in between scenes, Oswalt played Famous Mortimer in the episode “Operation: Hell on Earth” (but was credited as “Patton Oswald.”)

7. HOMELESS PEOPLE WERE NOT KIND TO THE ORIGINAL SETS.

Because the pilot episode was shot at a “down and dirty,” small Central Hollywood club, the sets had to be placed outside, where homeless people defecated on them.

8. YOU MIGHT ALSO RECOGNIZE SOME OF THE WRITING STAFF.

Dino Stamatopoulos was already on the original writing staff of Late Night with Conan O’Brien and had written for David Letterman before writing for Cross and Odenkirk. He would later create three shows and play Starburns on Community. Writer/performer Scott Aukerman co-created and executive produces Between Two Ferns, and created and stars on Comedy Bang! Bang!. Writer/performer Paul F. Tompkins hosted VH-1’s Best Week Ever! and currently hosts the satirical debate show No, You Shut Up!, where he moderates discussions by a panel full of puppets. Bob Odenkirk’s brother Bill has written ten episodes of The Simpsons.

9. THE DIRECTORS OF LITTLE MISS SUNSHINE LEARNED HOW TO DIRECT COMEDY FROM MR. SHOW.

Valerie Faris and Jonathan Dayton were known for directing music videos like The Smashing Pumpkins’ “Tonight, Tonight” and Jane’s Addiction’s “Been Caught Stealing,” and decided to direct two Mr. Show episodes to expand their filming vocabulary. The husband and wife team were behind the camera for the classic sketch “Monk Academy.”

10. ONE SKETCH WAS INFLUENCED BY LOUIS C.K.

One of the first sketches in the show’s history involved Odenkirk playing a priest forced to do rather unpleasant and un-priestly things. The idea sprang from a conversation David Cross had with fellow young Boston comic Louis C.K., where Louis talked about annoying people that try to claim a prize on a bet that their friends never agreed to in the first place.

11. HBO ONLY CENSORED THE SHOW ONCE.

Throughout four years and 30 episodes, the lone note Odenkirk and Cross got from HBO was to get rid of a line where one character tells another to have sex with a baby. Odenkirk admitted that being told to edit it out “wasn’t too much to ask.”

12. THEY ONLY RECEIVED ONE VIEWER COMPLAINT.

The only angry letter that Odenkirk and Cross were ever made aware of was from a military veteran who was offended by the sketch in “Who Let You In?” where Cross’s performance artist character attempts to defecate on the American flag. The two stars actually called the viewer and discovered that he didn’t watch the entire sketch, and therefore never realized that Cross’ character was never able to actually go through with it.

13. ONE SKETCH WAS CUT FROM THE SHOW SIX TIMES AND NEVER MADE IT TO AIR.

A sketch called “Party Car,” a joke on old, low-quality shows filled with '70s celebrities was cut from half a dozen scripts and never filmed. It would have featured Nipsey Russell, Zsa Zsa Gabor, (or reasonable facsimiles), and a baby in a balloon-filled car.

14. BOB ODENKIRK GOT IN TROUBLE FOR USING A PICTURE OF HIS DEAD GRANDFATHER.

Because the sketch “Old Man In House” needed a photo of an old man, and the elderly gentleman was not the butt of the joke, Odenkirk thought it would be fine. Instead, some Odenkirks were “very upset.”

15. CROSS WAS PAYING OFF HIS STUDENT LOAN DEBTS THROUGHOUT MOST OF THE SERIES.

David Cross and Amber Tamblyn
Frazer Harrison/Getty Images

Despite executive producing and co-creating a series on television, Cross had trouble paying off his student loan debts from his time at Emerson College. Figuring that the person calling from the bill collection agency wouldn’t believe that he couldn’t pay if he knew his job status, Cross pretended that he worked at Mr. Show as a messenger.

16. ONE PERSON WAS GIVEN A "SPECIAL THANKS" IN THE CLOSING CREDITS OF EVERY EPISODE AS A JOKE.

As Cross once explained, Rick Dees was thanked in the credits of the pilot episode, even though he was “certainly nobody we would ever thank, or be in a position to thank.” Some personalities that were thanked for no discernable reason were Greg Maddux, Rodion Romanovich Raskolnikov, Gabe Kaplan, and Howard Zinn.

17. HBO CHANGED THE TIME SLOT FOR ITS FINAL SEASON, AND IT WAS "DEMORALIZING."

After airing Fridays at midnight for the first three seasons, HBO moved the show to Mondays at the same time, confusing some loyal viewers, and the ratings decreased as a result. Bob Odenkirk told a reporter that, after 30 episodes, HBO was still treating the cast and crew as “second-class citizens,” and that they were “demoralized” by the slot shift.

18. BOB AND DAVID TOLD A STUDIO AUDIENCE THAT THEY HAD JUST WITNESSED THE FINAL EPISODE, AND THEY WEREN'T JOKING.

“Patriotism, Pepper, and Professionalism,” the 40th and final episode of Mr. Show, was taped on November 21, 1998. After the final sketch was filmed, Odenkirk and Cross made their announcement, although the show’s cancellation wasn’t made official for another few months.

19. THERE WAS A MR. SHOW MOVIE THAT WENT STRAIGHT TO VIDEO.

Run Ronnie Run focused on David Cross’s redneck criminal character Ronnie Dobbs. It was filmed in 2001, but never made it to theaters. Bob Odenkirk admitted that the movie wasn’t perfect, but he blamed the poor quality on director Troy Miller, for not allowing himself and Cross to edit the movie.

20. THE TWO HAVE REUNITED A FEW OTHER TIMES.

David Cross and Bob Odenkirk star in 'W/ Bob and David'
Saeed Adyani/Netflix

In 2002, Bob, David, and Mr. Show writer/performers Brian Posehn, John Ennis, and Stephanie Courtney (Flo in the Progressive commercials) toured the country to perform some of the show’s sketches and material from their unproduced screenplay Mr. Show: Hooray For America! The next year, Odenkirk guest starred as Dr. Phil Gunty on a season one episode of Arrested Development, alongside Cross’ character Tobias Fünke.

In 2012, Odenkirk, Cross, and Posehn went on a six-city tour to promote their book filled with more unproduced material. Bob and David appeared briefly together the next year on an episode of Aukerman’s Comedy Bang! Bang! In 2015, 20 years after Mr. Show's debut, Netflix premiered W/ Bob and David, a five-episode sketch comedy show created by and starring the duo.

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Hey, Vern: It's the Ernest P. Worrell Story
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In her review of the 1991 children’s comedy Ernest Scared Stupid, The Washington Post film critic Rita Kempley described the titular character, the dim-witted but well-meaning Ernest P. Worrell, as “the global village idiot.” As portrayed by Kentucky native Jim Varney, Ernest was in the middle of a 10-film franchise that would see him mistakenly incarcerated (Ernest Goes to Jail), enlisting in the military (Ernest in the Army), substituting for an injured Santa (Ernest Saves Christmas), and returning to formal education in order to receive his high school diploma (Ernest Goes to School).

Unlike slapstick contemporaries Yahoo Serious and Pauly Shore, Varney took a far more unusual route to film stardom. With advertising executive John Cherry III, Varney originated the Ernest character in a series of regional television commercials. By one estimate, Ernest appeared in over 6000 spots, hawking everything from ice cream to used cars. They grew so popular that the pitchman had a 20,000-member fan club before his first movie, 1987’s Ernest Goes to Camp, was even released.

Varney and Ernest became synonymous, so much so that the actor would dread going on dates for fear Ernest fans would approach him; he sometimes wore disguises to discourage recognition. Though he could recite Shakespeare on a whim, Varney was rarely afforded the opportunity to expand his resume beyond the denim-jacketed character. It was for this reason that Varney, though grateful for Ernest’s popularity, would sometimes describe his notoriety as a “mixed blessing,” one that would come to a poignant end foreshadowed by one of his earliest commercials.

Born in Lexington, Kentucky in 1949, Varney spent his youth being reprimanded by teachers who thought his interest in theater shouldn’t replace attention paid to math or science. Varney disagreed, leaving high school just two weeks shy of graduation (he returned in the fall for his diploma) to head for New York with $65 in cash and a plan to perform.

The off-Broadway plays Varney appeared in were not lucrative, and he began to bounce back and forth between Kentucky and California, driving a truck when times were lean and appearing in TV shows like Petticoat Junction when his luck improved. During one of his sabbaticals from Hollywood, he met Cherry, who cast him as an aggressive military instructor named Sergeant Glory in an ad for a car dealer in Nashville, Tennessee.

In 1981, Varney was asked back to film a new spot for Cherry, this one for a dilapidated amusement park in Bowling Green, Kentucky, that Cherry considered so unimpressive he didn’t want to show it on camera. Instead, he created the character of Ernest P. Worrell, a fast-talking, often imbecilic local who is constantly harassing his neighbor Vern. (“Know what I mean, Vern?” became Ernest’s catchphrase.)

The spot was a hit, and soon Varney and Cherry were being asked to film spots for Purity Dairies, pizza parlors, convenience stores, and other local businesses. In the spots, Ernest would usually look into the camera—the audience shared Vern’s point of view—and endorse whatever business had enlisted his services, usually stopping only when Vern devised a way to get him out of sight.

Although the Purity commercials initially drew complaints—the wide-angle lens created a looming Ernest that scared some children—his fame grew, and Varney became a rarity in the ad business: a mascot without a permanent corporate home. He and Cherry would film up to 26 spots in a day, all targeted for a specific region of the country. In some areas, people would call television stations asking when the next Ernest spot was due to air. A Fairfax, Virginia Toyota dealership saw a 50 percent spike in sales after Varney began appearing in ads.

Logging thousands of spots in hundreds of markets, Varney once said that if they had all been national, he and Cherry would have been wealthy beyond belief. But local spots had local budgets, and the occasions where Ernest was recruited for a major campaign were sometimes prohibited by exclusivity contracts: He and Cherry had to turn down Chevrolet due to agreements with local, competing car dealers.

Still, Varney made enough to buy a 10-acre home in Kentucky, expressing satisfaction with the reception of the Ernest character and happily agreeing to a four-picture deal with Disney’s Touchstone Pictures for a series of Ernest features. Released on a near-constant basis between 1987 and 1998, the films were modest hits (Ernest Goes to Camp made $28 million) before Cherry—who directed several of them—and Varney decided to strike out on their own, settling into a direct-to-video distribution model.

“It's like Oz, and the Wizard ain't home," Varney told the Sun Sentinel in 1985, anticipating his desire for autonomy. “Hollywood is a place where everything begins but nothing originates. It's this big bunch of egos slamming into each other.”

Varney was sometimes reticent to admit he had ambitions beyond Ernest, believing his love of Shakespeare and desire to perform Hamlet would be perceived as the cliched story of a clown longing to be serious. He appeared in 1994’s The Beverly Hillbillies and as the voice of Slinky Dog in 1995’s Toy Story. But Ernest would continue to be his trademark.

The movies continued through 1998, at which point Varney noticed a nagging cough. It turned out to be lung cancer. As Ernest, Varney had filmed an anti-smoking public service announcement in the 1980s. In his private life, he was a chain smoker. He succumbed to cancer in 2000 at the age of 50, halting a series of planned Ernest projects that included Ernest Goes to Space and Ernest and the Voodoo Curse.

Varney may never have gotten an opportunity to perform in a wider variety of roles, but he did receive some acknowledgment for the one he had mastered. In 1989, Varney took home an Emmy for Outstanding Performer in a children’s series, a CBS Saturday morning show titled Hey, Vern: It’s Ernest!

“It’s a blessing and a curse,” he told the Orlando Sentinel in 1991, “because it's as hard to escape from it as it is to get into it.''

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