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

How a choreographed prom dance set to Fatboy Slim's "The Rockafeller Skank" helped define a banner year for teen cinema.
Illustration: Damon Dahlen/HuffPost; Photos: Miramax/Everett Collection/Getty

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.
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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 [Prinze Jr.] had done “I Know What You Did Last Summer,” but I don’t know too much more than that. He was one of the names [being tossed around], and I met him and thought, “This is our guy.” Then, right after we got Paul [Walker]. Richard Gladstein, who worked for [Quentin] Tarantino’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 [Shyamalan], who was trying to start his career, do a pass on the script [by R. Lee Fleming Jr.]. Then 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] They 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 dance sequence] wasn’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 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 dance scene] because 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]

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 [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.

“Lead Me Out On The Moonlit Floor”

With nerves skyrocketing, it was time to bring in the professionals.

Rachael: There were dozens of professional dancers around. Now, were favors called in? Probably, because I don’t know how they could’ve afforded all of these really awesome professionals.

Bree Turner (dancer and actress): At the time, there was this niche market of retro musical numbers. I did “The Big Lebowski” and “My Best Friend’s Wedding,” as well.

It’s a small community, and the same dancers keep getting hired and you start to find your choreographer. Adam used to hire me all the time, so I was sort of in his crew. Adam’s style is very retro-influenced, and I possessed this vibe that he liked ― sort of ’60s, wild Ann-Margret movements. So I made sense for Adam’s choreography. He was in the beginning of his path to wanting to be a director, and around that time he did this short film called “Cosmo’s Tale,” which was his first directing moment. I booked that job for Adam, so I think he just called me [for “She’s All That”], too?

Adam: It all happened so fast that I didn’t even hold an audition. I think I just called people and said, “Hey, can you come down?” We shot in Long Beach ― at the Cerritos Art Center, I think, was where that scene was actually shot. So I offered the job and said, “Everybody’s just going to do the best we can.” And everybody just kind of jumped in.

Rachael: I just remember making the case that my character would not know the dance, and that was met with some resistance. But then they saw me dance and decided I was right.

Adam: Freddie and Rachael weren’t even available because they were working. I put anyone who was available to rehearse in the scene, and I rehearsed everybody in a lobby for like two hours. The actors came in for like an hour. [Laughs]

Jodi: Rehearsals were going on while we were filming. It was pretty much when you had time you went and you learned the routine and then you danced it.

Rachael: They didn’t bother [having me rehearse]. I think they had me doing one of the minor arm-flail motions that was featured for all of two seconds and that was it. I was very much concerned about my own experience, and I was glad that I did not have to do it. I was mostly in my trailer after I got over the visual spectacle of watching it a few times.

Robert: Freddie and Rachael walk through the number at some point. Then I wanted the old Soul Train stroll from the ’50s and ’60s, where all the principals come down the line, which the actors improvised. But Jodi is featured. Her personality in the movie is that if they’re going to do a number, Taylor is going to make sure she’s the star of that number. There’s no way her character would not do that. She would not let other people take the spotlight away from her. And Jodi said, “Of course I can do this!” Like most actors, “Can you ride a horse?” “Of course I can!” “Can you dance?” “Of course I can!” So she got in with Adam and his assistant Anne Fletcher, who’s become a director in her own right, and she learned the dance.

Jodi: When they told me, I was surprised, like, “I have to learn what now?!” [Laughs] The only saving grace for me was when I was very young I did a little bit of dancing, and maybe just having a little bit of rhythm and some luck helped me.

Rachael: Of course Taylor Vaughan has to do the dance. I’m not going to stick up for her if she didn’t want to do it, she has to do it! But Jodi was great ― she’s a great dancer.

Bree: I actually remember Jodi being a great dancer, and she was totally all in. Just effortlessly sexy and fearless in her approach to it. The dancers all really loved Jodi!

Jodi: I had to learn that entire routine, and you only see me dance for a few seconds! I remember being so intimidated out at the Cerritos Center for the Performing Arts, being surrounded by these professional dancers.

Bree: Jodi was so open and communal with the experience with us. As a dancer, you’re just stoked to be a part of it, so we jumped at the chance to help her out. She was adorably self-deprecating about it, and I thought she was so great. Looking back, I remember her floor-length dress and her highlighted hair! [Laughs] Just the fashion was so ’90s! But so good.

Rachael: I can still picture that crazy gold dress they had her wear, and I remember a lot of face and body glitter. Fantastic. She’s probably still venting over that from 20 years ago.

Jodi: We obviously got a little bit of input [on wardrobe], and there were a few choices laid out for each of us. I think my dress felt like pajamas when I put it on. It was so easy to move around in. Crushed gold velvet!

Bree: We were feeling hot! We all felt like we looked pretty, pretty good.

Watching the clip and having physical body memory, I could do that dance right now. All I had to do was watch it one time and I totally remember the moves in my body. Too bad this isn’t an in-person interview. You could’ve seen my old, 42-year-old body doing that!

U Remind Me Of A Boy That I Once Knew

Usher’s star was rising after the release of his second album, “My Way,” in 1997. After being featured in “Moesha” and “The Faculty,” he was cast in “She’s All That” as the campus DJ, because those existed in high school, right?

Bree: Hello! Usher was the prom DJ! He was barely Usher at the time ― he wasn’t really famous then. No one was really famous back then! They were all just 20-something kids. What a trip.

Rachael: I remember being completely starstruck by Usher because I had bought the “You Make Me Wanna” single in 1997 and thought it was unbelievable that I was in his presence. And he could not have been nicer!

Adam: What I believe happened was when they tested audiences, they were like, “Wait, why is this big musical number happening?” And so Rob went and did a quick reshoot with Usher.

Robert: Bob kept saying, “I don’t know. How do they know all these dance moves?” Which is why he made us go back and find Usher after he’d done the initial filming. He was on tour, and he flew out to Detroit or somewhere in the Midwest, and we got in this tiny room and created this DJ booth. He did these lines saying, “Dance Club, remember those moves I taught you?” Which were there to appease Bob. Luckily, it tested really well in previews. I think if it hadn’t, Bob and Harvey would not have been great about letting me keep the dance in the movie.

Rachael: That sounds 100 percent accurate. I think that adding those voiceovers is only rivaled by the bizarre nature of the dance itself, but, hey, whatever gets you there.

Jodi: I was pretty blown away by Lil’ Kim, to be honest! [Laughs] I got to shoot with her all the time, and she was around and part of my crew, so I was a little bit more blown away by her than I was by Usher. I remember shooting with her and thinking that she was quite possibly the sweetest girl in the whole world.

Bree: Lil’ Kim! I actually worked with her another time on “Moesha” when I had a recurring role on a couple of seasons. I kept circling Lil’ Kim, which basically gave me life.

Jodi: It doesn’t get much better than Lil’ Kim and Gabrielle Union as your on-screen best friends. I saw Gabrielle recently, and we had a really long catch-up, which was really fun.

Rachael: Gabrielle and I, even back then, were with the same management company. She’s always been one of the nicest humans you could ever meet. We pretty much run in different circles and I never see her, but I’d be happy to run into her.

Bree: Jodi and I would see each other through the years at auditions and social events, and we became friends. I used to see Rachael at auditions, and Freddie, they were so nice. All of them were so darling with the dancers and such sweet kids. No attitude, no ego, just togetherness.

Editor’s note: Usher was “deep in the studio recording” when I reached out for comment. Forgive him, because I do.

Dulé Hill, left, Lil' Kim, Freddie Prinze Jr., Paul Walker and Gabrielle Union.
Dulé Hill, left, Lil' Kim, Freddie Prinze Jr., Paul Walker and Gabrielle Union.

The Funk Soul Brother

Let’s face it, the dance number wouldn’t be complete without Fatboy Slim’s “The Rockafeller Skank,” which demands epic moves, of course.

Katy Ellis (Fatboy Slim’s rep): I did speak to Norman [Quentin Cook, aka Fatboy Slim] about this. He’s never actually watched the film, and also those days were hazy so he doesn’t really have much to report to you, I’m afraid!

Robert: Our composer was Stewart Copeland of the Police, so there was a certain amount of music cachet already with the film. We didn’t get as much resistance as we might have.

[Our music supervisor] Amanda Demme brought me Fatboy Slim, and from the time she showed it to us, that was definitely the song. There was some discussion about using it because it had come out six months before, and so it would’ve been a year that it had been out by the time the film was released. But “Rockafeller Skank” was just such an amazing number and we went, “We’ll give it new life.” Which we did.

Adam: They threw the music at me, and in order to create synchronized choreography and also the fun feeling that it was a musical number, I had to find a language that was both fun and common. You know, it’s not a hip-hop song, so it didn’t call for any of that choreography. I just started to blend what the music was sort of telling me to do. The undercurrent of that is rockabilly guitar and all of that musicality that hearkens back to the period from which I drew the choreographic vocabulary. It’s bad to push against the music, I think, in scenes like that, especially when there’s a lot of narrative going on, so I went with what was there.

Bree: I love that song! It’s such a pump-up song. You can’t not move your body when that song comes on.

Rachael: I feel like I can still hear that song playing in my mind and I never need to hear it again. I can’t imagine any context in which I would ever hear “Rockefeller Skank” played ― like not even at a Rite Aid or an ironic party would someone throw that on. Watch, maybe there will be some millennial DJ who will remix it with something cool. But I don’t think I’m ready for that.

Adam: When I hear that song, I am 100 percent drawn right back into that dance.

Robert: The songs that we got, as well as the score, were pretty impressive. “Kiss Me” was always the song from the first time Amanda played it for us, too. The title of the film in France was “Elle Est Trop Bien,” which is kind of “She’s All That,” but in Italy it was “Kiss Me.” They used the title of the song as the title of the film.

Rachael: If you can remember two songs from a movie, that’s an epic soundtrack. I’m not educated about these things, clearly, but yeah.

“I Am A Goddamn Legacy, All Right?”

Despite some recent “blowback” over the male protagonist’s motives, as Rachael described it, “She’s All That” is still a feel-good teen movie that many of us could, and do, watch over and over again.

Rachael: Those dance scenes, however slightly out of place, are one of three things that people bring up to me when they talk about the movie. And I love it. I never need to hear “funk soul brother” again, but I love it.

Adam: Hilariously, other than “Hairspray” stuff, it’s the most quoted piece of choreography I think I’ve ever done. It just penetrated popular culture so much. It’s so funny because we were flying by the seat of our pants.

Rachael: “She’s All That” came out in a completely different era. Everyone brands this a makeover movie, and it is, but to me Laney’s biggest problem — and this is me just approaching it as an actor — was her attitude. She has just as many preconceptions about the Zack character as he did about her. The problem being, of course, that Laney’s right, and she’s proven right. Then, at the very end, she’s wrong by virtue of his evolution.

Robert: I was very influenced by the John Hughes movies of the ’80s, and I was trying to do something in the ’90s that would speak to a different generation and yet still resonate. It has a heart to it that is important. Zack had to be worthy of Laney, as well as Laney understanding that she had to open herself up to Zack.

Rachael: But still, it’s probably a more difficult sell in this day and age. There’s been a lot of blowback or fairly pointed criticism about the plot of the movie, which is understandable.

Bree: It’s like this gorgeous, angelic Rachael Leigh Cook with, “Oh, no, we don’t notice her.” And then, “Take your glasses off! Oh, God, you’re stunning!” [Laughs]

Robert: I don’t think in a drama today we could set it up to have Laney do the transformation, of which almost nobody was going to believe anyway ― other than seeing Clark Kent morph into Superman. But she goes down the stairs and we have her trip and fall. We’re obviously just taking the piss out of ourselves doing that because you’ve seen it in a million movies before. I don’t know if you could do that lightness today. When you watch TV shows like “Riverdale” and all that, the world has gotten darker, so the teen angst has gotten darker. There was a lightness to “She’s All That.” A heaviness to the dramatic scenes, of course, but you could also poke fun at it and not take yourself seriously.

Jodi: I’m not super familiar with many teen dramas right now, so I can’t speak to that. But we just felt like trailblazers.

Rachael: We were first out of the gate. I remember it was a very strategic move by Miramax to get the movie released within probably two months of our wrap because we knew that there was a wave of other teen movies coming ― “Varsity Blues” and “10 Things I Hate About You” ― so they were just on a mission, which is really smart.

Robert: It was great that there were so many movies people wanted to see in 1999.

Adam: You could take bigger risks then because the home video market was so robust. There were so many people relying on the incredibly vital home video market to take care of them if a movie didn’t perform as well as they’d hoped at the box office. Then streaming started and the home video market tanked, and that mid-budget comedy just went away.

Robert: Back then, it felt like I was breaking into the big boys’ club because my movie was starting to make money and I was being treated as a filmmaker as opposed to just trying to break into the business from TV. I was just coasting on the high of “She’s All That.”

Adam: It wasn’t as crowded in terms of how many outlets there were ― studios were making more movies. I took “A Walk to Remember” while I was in post [production] on “Wedding Planner,” and I was taking jobs because, like a dancer, they were offered to me. I just was so flabbergasted someone was entrusting me in this way and I was getting to work with these people.

Rachael: Twenty years really does feel like the blink of an eye. I was actually 18 when we were making this movie, and time really does speed up the more life you live.

Jodi: I’m in denial a little bit. I cannot believe that much time has passed. I cannot believe that was sort of the beginning of everything for me.

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