`SHE'S ALL THAT' NOT ALL THAT GOOD.

Byline: Bob Strauss Daily News Film Critic

``She's All That'' isn't much. One of the approximately 150 high school comedies coming out this year, it's as bland and generic as ``Varsity Blues'' was calculated and pandering.

Frightening as the prospect may be, at least we might remember ``Varsity Blues'' by the time the millennium gets here. No chance of that happening with this one.

``All That'' was written by former ``Meego'' staff writer R. Lee Fleming Jr., with a tip of the hat to George Bernard Shaw; it's essentially ``Pygmalion'' in the Palisades, minus the wit. The director, Robert Iscove, has garnered some acclaim for his TV specials ``Rodgers & Hammerstein's Cinderella'' and ``Romeo & Juliet on Ice.''

They prove a good team for toothless teen traumatics. As for telling a story, well, that's another story.

What barely goes on here is that big man on campus Zack Siler (Freddie Prinze Jr.) is so shocked when his popularity princess girlfriend Taylor Vaughan (``Nash Bridges' '' Jodi Lyn O'Keefe) dumps him for a spring-break fling, he takes the bet of smarmy rival Dean Sampson (Paul Walker) to turn the school's biggest dweeb into prom-queen material.

Since designated drudge Laney Boggs (Rachael Leigh Cook) looks like Winona Ryder's cute little sister even before her glasses are removed, there's no question that Zack will really fall for her - and that, once made over, she'll win cliques of cool friends and give the wicked Taylor stiff election competition.

Of course, real problems like Dean's come-ons and the inevitable revelation of the whole wager scam threaten the budding romance. But how can it not work out? After all, apparent super jock Zack has his adorably vulnerable side, too. He's been accepted to so many Ivy League colleges, the secretly brilliant, sensitive dreamboat really is struggling over which school to attend.

It all comes to a head on prom night. Doesn't everything?

Though the two leads defy the odds to give their characters a few recognizably human traits, many of the film's actors apparently were instructed to imitate balloons.

The movie also boasts the usual, post-``Clueless'' tin ear for flip teen dialogue. However, some members of the huge, young cast evidently got around this by making up good lines of their own.

Rapper Usher keeps things lively as the gossipy DJ of the school's ``90210''-ish radio station. And ``Scream's'' Matthew Lillard steals every scene he's in as Taylor's embarrassing new boyfriend Brock, a boneheaded former resident of MTV's ``Real World'' who thinks he's not merely a celebrity but a talented one.

A movie about that peculiarly deluded kind of loser would have been fun. But Brock's few scenes are as peculiar as ``She's All That'' dares to get. Even though its heroine is a nominal individualist, the movie is all about fitting in with the in crowd - a crowd in which everyone strives to be the same as everybody else.

It's that movie.

THE FACTS

The film: ``She's All That'' (PG-13; language, sex).

The stars: Freddie Prinze Jr., Rachael Leigh Cook, Matthew Lillard, Paul Walker, Jodi Lyn O'Keefe, Anna Paquin.

Behind the scenes: Directed by Robert Iscove. Written by R. Lee Fleming Jr. Produced by Peter Abrams, Robert L. Levy and Richard N. Gladstein. Released by Miramax Films.

Running time: One hour, 37 minutes.

Playing: Citywide.

Our rating: Two stars.

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Photo

Photo: Turning Laney Boggs (Rachael Leigh Cook) into prom-queen material becomes Zack Siler's (Freddie Prinze Jr.) project in ``She's All That.''