Freddie Prinze Jr. bets his friends that he can turn geeky artist Rachael Leigh Cook into a prom queen in this romantic comedy. Also with Matthew Lillard, Paul Walker, Jodi Lyn O'Keefe, Kevin Pollak, Kieran Culkin, Usher Raymond, Lil' Kim, Anna Paquin, Clea Duvall, Elden Henson, Tim Matheson, Alexis Arquette and Debbi Morgan.

SEX/NUDITY 3 - Lots of sexual innuendo. Kissing, often passionately; in one scene, a man grabs a woman's buttocks as they're making out. A woman and a shirtless man roll around on a bed together; in another scene, a woman licks and kisses a man's bare chest. While a man is dancing, he humps the floor and rhythmically moves his crotch in a woman's face. Lots of scantily clad women (in bathing suits, short skirts; cleavage-revealing tops); we also see a man in his underwear and a naked man holding a soccer ball on his lap.

VIOLENCE/GORE 2 - A woman sitting next to a toilet has some vomit on her chin and clothing. A man passes gas very loudly. We see a guy reach into the front of his pants and then place pubic hairs on a pizza; he and his friend are later forced to eat the pizza (close-up shots show them taking bites).

LANGUAGE 5 - Two F-words, many anatomical and scatological references, many mild obscenities and many insults and slang terms.

DISCUSSION TOPICS - Popularity, snobbery, betrayal, art, finding your true self, drinking, death of a parent.

MESSAGE - You might have more in common with someone who seems to be your complete opposite than you think.