In this clever teen twist on "Pygmalion," Freddie Prinze Jr. stars as the most popular boy at a snooty L.A. high school, who bets his buddies that he can transform a nerdy girl (Rachael Leigh Cook) into the school prom queen. Matthew Lillard, Paul Walker, Jodi Lyn O'Keefe, Kevin Pollak, Kieran Culkin, Elden Ratliff, Anna Paquin.