In the grand tradition of CLUELESS -- that ingenious reworking of Jane Austen's Emma as a high-school comedy of manners -- comes this light, unassuming teen romance with an equally prestigious literary forebear: George Bernard Shaw's Pygmalion. Zack Siler (Freddie Prinze Jr.) is a handsome high-school senior who seems to have it all: Class president, captain of the soccer team and boyfriend of Taylor Vaughn (Jodi Lyn O'Keefe), the most desirable girl in school and a shoo-in for prom queen. But when Taylor comes back from spring break on the arm of Brock Hudson (Matthew Lillard), the obnoxious star of cable TV's reality-based series The Real World, a humiliated Zack sets out to prove that girls like Taylor really aren't so special. He bets his best friend Dean (Paul Walker) that, with the right hair, makeup and clothes, anyone could be transformed into a queen by prom night, and dares Dean to give it his best shot. Dean finds their unsuspecting Eliza Doolittle in Laney Boggs (Rachael Leigh Cook), an intense, perpetually paint-splattered art student who's more concerned about riots in Mogadishu than popularity contests. Zack turns on the charm and gets to work, but the kicker, and what makes this first feature from TV director Robert Iscove so refreshing, is that Laney's nobody's fool: She's smart, socially conscious and, even when Zack starts to fall for her for real (surprised?), stubbornly independent. If you went to the movies at all during the early '80s, you'll probably experience a not altogether unpleasant sense of deja vu: There's the big second-act house-party scene, a poignant father-daughter heart-to-heart, the prom-night climax. It may not have the razor-sharp wit and sparkling sophistication of CLUELESS -- which admittedly raised the bar pretty high -- but Iscove's film has its own brand of charm and is reasonable enough in its ambitions that it's awfully hard to resist.