Good morning, Mr. Larsen. Your mission is to infiltrate your local cineplex and attempt to understand Hollywood’s endless fascination with teenagers. Your mission will be filled with dangerous pitfalls, mindless dialogue, hair-raising cliches and deadly plot retreads. You won’t be able to distinguish your contact because they all look alike.

You’ll run the risk of losing your mind and your patience. As usual, the company will disavow any knowledge of your mission (we validate parking, as usual). Sometimes I feel like a spy when I’m asked (or forced at gunpoint) to sit through a film clearly designed for an audience that owns stock in zit medicine. Like a hot dog purchased at the snack bar, movies aimed at teenagers keep repeating with regularity. Unfortunately for anyone over 25, there’s very little new that’s under this sun.

Instead of mining unexplored territory, Hollywood keeps rehashing past glories. Cinematic teen angst has been around since the advent, and I’m sure James Dean’s “Rebel Without a Cause” would have fit comfortably into the classrooms of “To Sir with Love” or “The Breakfast Club.” So who am I to deny a new generation their “Sixteen Candles” or “Carrie” for that matter? For one, I’m a film critic, so it’s my job to check in and report on the condition of film today.

Second, you don’t have to be sixteen to understand the teenage condition. It also helps to keep in mind that most of the audience is discovering these tried and true plot devices for the first time. That must explain the popularity of “Varsity Blues,” a high school football drama/comedy that has been the number one film for two weeks in a row. I found the film silly and cliched. Every teenager that I talk to found the film exciting and funny. They didn’t notice or probably even care that the accents were dreadful, or that the plot was older than the hills. They came to see cute James Van Der Beek in shoulder pads and a tight end. They came to see teenagers get drunk and create havoc. They came to cheer disobedience and reckless behavior.

I get enough of that in real life, which is why I was hesitant to catch the latest teenage movie “She’s All That.” I guess I’m old, because I kept asking myself, she’s all what? What’s that? I once heard someone on Ricki Lake say that a girl on the stage was “All that and a bag of chips.” What does that mean? That someone is either a salt lick or a device for dipping? Rule number one in seeing a teen flick. Go to the first matinee on Friday. The target audience is still in school (although I suspected that some audience members were AWOL). That way you can enjoy the film on it’s own terms and not those prescribed by the hormone challenged audience members. Three coming attraction trailers and a theater plug later and the film begins. Guess what? I like “She’s All That.” Not love it, mind you, but it’s a far cry from “Varsity Blues.” “She’s All That” strives to be more than a mindless teen fantasy date, and occasionally it succeeds.

It helps that “She’s All That” comes from decent breeding stock. This teenage “Pygmalion” and “My Fair Lady” (with a little “Pretty Woman” tossed in) does nicely by it’s source material while forging an identity all its own. Directed with assurance by Robert Iscove (a television director making his big screen debut) and featuring sparkling dialogue, “She’s All That” has a lot to say about the teenage condition without pandering to it’s lowest common denominator. The cast is better than usual, with young man-of-the-moment Freddie Prinze Jr. (think a young Errol Flynn) as the big man on campus at Harrison High School in Southern California.

Zack Siler (Prinze Jr.) has it all. He’s class president, a star soccer player, and dates Taylor Vaughan (Jodi Lyn O’Keefe), the most popular girl on campus. All that changes during Spring break. When Zack returns to campus, Taylor has attached herself to Brock Hudson (Matthew Lillard, another current staple of teen flicks), one of the new stars of an MTV-like “Real World” show. With just six weeks until the Senior Prom, Zack has to scramble to find a new date. This leaves Zack open and vulnerable when friend Dean Sampson (Paul Walker) forces him into a bet that he can transform any girl on campus into a prom queen.

To make the task even more difficult, Dean picks mousey student Laney Boggs (Rachael Leigh Cook), an artist whose social skills are non-existent. Zack sets out to woo and wow Laney, who is suspicious of Zack’s sudden interest. It doesn’t take long before he’s insinuated himself into Laney and her family’s life, and with the help of Zack’s sister (Anna Paquin), Laney blossoms into a beautiful young woman. Of course Laney’s newfound beauty and popularity set the high school on its ear, and forces Dean and Taylor to do whatever they can to stop Zack and Laney from becoming King and Queen. While the set-up and payoff are all familiar plot elements (Laney finds out that her new life is part of a bet, creating a rift between her and Zack), the dialogue and performances more than make up for the obvious. Prinze makes a decent romantic leading man. He’s been trapped in horror hell forever, and it’s nice to see him lighten up.

His father would be proud of his comic timing. Rachael Leigh Cook, so good in “Strike,” is delightful as the belle of the ball. Hidden behind thick-rimmed glasses and a bad hair day, Cook is appropriately withdrawn and mousy. She makes her transformation believable. Paul Walker, much better here than in “Varsity Blues,” is appropriately devilish, while Jodi Lyn O’Keefe perfectly captures the spirit of an accessory. Kevin Pollak and Kieran Culkin have some nice moments as Laney’s family, while Anna Paquin just gets better with each and every role. Even though it’s derivative and at times forgettable, there’s a lot to admire about “She’s All That.”

It’s smarter than most teenage films, and the cast isn’t nearly as superficial. Unlike “Varsity Blues,” “She’s All That” not only scores a touchdown, it wins the game. The filmmaker’s have proven that you can make a film about teenagers that appeals to more than that age group.

COMPLETE CHECK-UP

VISION: [ X ] 20/20 [ ] Good [ ] Cataracts [ ] Blind

Splendid 1.85:1 widescreen digital transfer. Outstanding color and saturation, plus flattering flesh tones. Blacks are strong, while a pristine negative allows for clean whites and shadows. No visible signs of compression artifacts. Depth of field is exceptional, as is attention to detail. Overall, the images are sharp and vivid including some harshly lit interiors.

HEARING: [ ] Excellent [ ] Minor Hearing Loss [ X ] Needs Hearing Aid [ ] Deaf

The studio mistakenly put a 2.0 Dolby Digital Surround track on the DVD instead of the advertised 5.1 Dolby Digital Surround soundtrack. Therefore, I won’t review the audio aspects of the DVD. Miramax Home Entertainment expects to repress and reissue the DVD soon with the 5.1 Dolby Digital Soundtrack.

ORAL: [ ] Excellent [ X ] Good [ ] Poor

Closed captions in English for the hard of hearing.

COORDINATION: [ ] Excellent [ X ] Good [ ] Clumsy [ ] Weak

Colorful main and scene access menus, six Reel Recommendations (ironically, even though all six of the recommendations are romance oriented, every one of them is rated R), and a music video by Sixpence None the Richer called “Kiss Me.”

PROGNOSIS: [ X ] Excellent [ ] Fit [ ] Will Live [ ] Resuscitate [ ] Terminal

Once Miramax reissues the disc with the proper sound, it wouldn’t hurt to add a copy of this delightful little movie to your collection.

VITALS: $29.98/Rated PG-13/96 Minutes/Color/24 Chapter Stops/Keepcase/#17489

ATTENDING RESIDENT: John Larsen

PATIENT: SHE’S ALL THAT

BIRTH DATE: 1999

HMO: Miramax Home Entertainment

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