If the crew of "Beverly Hills 90210" decided to put on a production of "My Fair Lady," the results would certainly be better than "She's All That."

Even if Tori Spelling were playing the title character!

Actually, this misbegotten comedy makes "Beverly Hills 90210" look like a piercing documentary on high school life. To make matters worse, there's no trace of originality or freshness here.

Of course, it doesn't help that there's little chemistry between the film's leads, Freddie Prinze Jr., who seems to be at least in his mid-20s, and Rachael Leigh Cook, who looks like she could still be in junior high school.

Nevertheless, the two are paired as seemingly mismatched high school students who get together under dubious circumstances.

Senior class president Zack Siler (Prinze) is devastated because his social-climbing girlfriend, Taylor (Jodi Lyn O'Keefe), has dumped him for a celebrity — Brock Hudson (Matthew Lillard), a self-absorbed cast member of TV's "The Real World."

Unfortunately, the distraught teen boasts a little too loudly that he can "have" any girl in the school, and better still, turn any of them into a prom queen. So his best friend Dean (Paul Walker, of "Varsity Blues") takes him up on the bet, provided Dean can pick the girl.

Enter Laney Boggs (Cook), the class outcast, who wants nothing to do with popularity contests and dances. But somehow she and Zack find a connection — stemming from their mutual insecurities — and become friends. And with help from Zack's makeover specialist sister (Anna Paquin), Laney's inner beauty surfaces.

Among the film's major problems is its predictable nature. If you can't tell where the thing is going from minute one you must be asleep. (You should be so lucky.)

Also, director Robert Iscove, making his feature film debut, seems to have no understanding of pacing.

Performancewise, the leads seem to be aping others. Prinze continues to imitate Keanu Reeves (right down to the mumble), while Cook appears to have studied Winona Ryder's early, brooding characterizations.

In fact, of the entire cast, only Kieran Culkin and Elden Henson (who were together last year in "The Mighty"), along with Lillard, seem to be having any fun.

"She's All That" is rated PG-13 for profanity; vulgar sight gags, use of vulgar slang and some lewd dancing; glimpses of teenagers clad in skimpy bathing suits; sports violence and some shoving; and brief sex (overheard).