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Warning: Spoilers for 'He's All That' below.

In the latest retelling of the "Pygmalion" archetype, "He's All That" gives a Zoomer update to the 1999 classic, "She's All That," with gender-flipped lead roles and a 2021 tech overhaul beyond Zach Siler (Freddie Prinze Jr.)'s ginormous flip phone. (To to be fair, his cell, with a retractable antenna, was probably quite advanced at the time.) 

But, like a '90s fashion trend, original cast members (including Rachael Leigh Cook), screenwriter R. Lee Fleming, Jr. and costume designer Denise Wingate are all back.

"I think I was the annoying person on set who kept saying, 'Well, in the first one, we did this..,'" says Wingate, with a laugh. "I was like the elder statesman and kept comparing things." 

After watching "She's All That" for the 2,498th time to prepare, I couldn't help but do the same, keeping an eye out for Easter eggs in the reboot, which stars TikTok sensation Addison Rae as Padgett Sawyer, a popular teen influencer and image-builder in the vein of Professor Henry Higgins or Zach Siler. 

In the social media-filled, smartphone-dependent Gen Z world of "He's All That," transformations are actually Padgett's brand. "I know it sounds conceited, but makeovers are my thing," she tells her friends after catching her also-influencer bro boyfriend Jordan Van Draanen (Peyton Meyer) cheating with a music video extra — all of which was live-streamed to her millions of followers. Padgett concocts a scheme to transform an unwitting mark into Prom King material and gain her sponsorships and reputation back. It's not just personal: Padgett's TikTok #sponcon deals help her overworked nurse mom, Anna (Cook), pay the bills and grow her college fund. 

Anna (Rachael Leigh Cook) and daughter Padgett (Addison Rae, in Missoni).

Anna (Rachael Leigh Cook) and daughter Padgett (Addison Rae, in Missoni).

Padgett opens the movie in her optimistic pink-filled room, starting the day with her beauty routine — shared live with her ardent followers — and appearing for breakfast in a rosy chevron M Missoni mini dress and wedge heels, gifted to her by fictional brand Bunny Venom. 

Padgett's pastel pink crop tops and baby cardigans did bring the original's Taylor Vaughn (Jodi Lyn O'Keefe) — essentially Zach's Jordan — to mind. But Wingate, who also costume designed "Cruel Intentions," discussed Padgett's palette with production designer Maria Caso and director Mark Waters ("Mean Girls"), and "we really felt like that was her theme. That would be her world and she was just this girly-girl. It worked for her."

Industry vet Wingate also immersed herself in the new world of TikTok to stack Padgett's wardrobe with brands an actual teen influencer would wear, including Alo Yoga,, Spiritual Gangster and American Eagle. "Obviously, because it's Addison, a lot of people wanted to give us stuff and people were really generous," she says. "It just it worked for this movie, because [Padgett] was an influencer."

The after-Cameron (Tanner Buchanan) and Padgett channel Nick Carraway and Daisy Buchanan, the O.G. influencer.

The after-Cameron (Tanner Buchanan) and Padgett channel Nick Carraway and Daisy Buchanan, the O.G. influencer.

For a Roaring '20s-themed party at Padgett's rich friend's mega-manse, Wingate looked to another real life figure for Padgett's silver-fringed flapper mini-dress (above): In 2015, Kris Jenner threw a similarly themed party for her birthday and Kendall Jenner wore a shimmery Yousef Al Jasmi dress. 

"I love the way it moves," says Wingate. "I found the designer and, of course, the dress was like $5,000 [editor's note: actually $8,000]. I'm like, 'Forget it. I'm making it.'"

The Jazz Age bash also included a throwback to the original movie — or in the costume design process, anyway. In the original "She's All That," Wingate and her team scoured Goodwills and thrift stores in the area for period-referential silhouettes to outfit the background actors for the prom scene. "I'm very, very big on repurposing stuff," says Wingate, who then altered and customized the haul in a "very, very, very particular palette" of pastels and "muted, desaturated colors." 

"Then when the movie is over, I always like donate it back to thrift stores," she says.

The before-Cameron and Padgett in her signature pink.

The before-Cameron and Padgett in her signature pink.

The big event also offered the ideal opportunity for the makeover reveal of Cameron (Tanner Buchanan), who isn't a nerd in the teen movie trope-y sense, but more an angry rebel. Unlike his cohorts, he eschews dependency to modern technology (his cell is a step up from Zach's) and takes photos on a film camera. "He's a total disaster, weird, arrogant, antisocial," observes Padgett.

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To illustrate the teen anarchist, Wingate looked to '90s grunge — which is also back — for his plaids and concert T-shirts by punk artists like New York Dolls. Cameron's costumes also speak to his rustic roots and equine-whisperer talents. "He was a mix of this cowboy punk, wearing his G.G. Allin hardcore punk rock T-shirt with his cowboy boots, coming from Wyoming and working with horses," she says. 

For the party, Padgett leads Cameron, his best friend Nisha (Annie Jacob) and precocious little sister Brin (Isabella Crovetti, a dead ringer for Anna Paquin in the original) on a Venice Beach shopping trip, complete with the requisite outfit try-on montage. After flexing her beauty tutorial skills in trimming Cameron's scraggly hair and Dermaflash-ing his face, Padgett unveils the new Cam: groomed and tailored in a wide-pinstripe double-breasted suit and bow-tie (two above).

Nisha (Annie Jacob), in her Laney Boggs overalls, Brin (Isabella Crovetti) and Padgett.

Nisha (Annie Jacob), in her Laney Boggs overalls, Brin (Isabella Crovetti) and Padgett.

Cam's arty best friend Nisha — who can't wait for their post-graduation trip abroad — brings key Easter Eggs from "She's All That," like the Laney Boggs-referential distressed denim overalls and eclectic, vintage-infused aesthetic (above). 

"I love that style anyway," says Wingate. "It also felt very international, like her Guatemalan jackets, which is what I did in the original."

In terms of character, Jordan Van Deen — née Dickman, prior to Padgett's image architecture — feels like mix of fickle, clout-chasing Taylor and the douchebag "Real World"-alum whom she left Zach for, Brock Hudson (Matthew Lillard, also making a cameo). Jordan "V.D.," as he's wont to sign off, wears his acid-washed jeans and faux-silk animal print joggers way low, with his "faux-sace" underwear waistband showing — and no shirt, even to school.

Hey, it's Jordan V.D. (Peyton Meyer)!

Hey, it's Jordan V.D. (Peyton Meyer)!

"There are some some influencers — I'm not going to name names — but their styles are a little... I'm going to be kind, but I'll say, 'a little questionable. A little out there,'" says Wingate. "I really took that and ran with it and just made it even more outrageous." 

Wingate shopped most of Jordan's costumes in Downtown L.A.'s The Santee Alley, an outdoor flea market full of bright, colorful and print-happy party clothes. "He was the most fun to dress because I laughed so much and he was such a good sport about everything. loved him so much and he reminded me a lot of Paul Walker," she says of the late actor, who played Zach's best frenemy Dean in the first movie. "They were very, very similar personalities in real life which made me love him more because I loved Paul so much."

Of course, the most recognizable throwback to "She's All That" is Padgett's red prom dress (below) by Faviana, which provided all the gowns for the event. In the original, the red dress served as Laney's big reveal moment. But for this version, the climactic gown makes Padgett the focal point of the prom court election showdown and iconic choreographed dance sequence (or battle, in this case). 

"It's very subliminal, but it's actually very, very, very thought out," Wingate says. 

In "She's All That," the prom palette is all red, white and gold, with Laney in a black stunner to stand out. Wingate updated the color scheme for the "Under the Sea"-themed prom in "He's All That" to blue, green and silver — "then Padgett was the only person in red," she says. "So we did that same nod to the original by using this very, very specialized palette."

Padgett in her Faviana prom dress and Cameron in his cowboy suit.

Padgett in her Faviana prom dress and Cameron in his cowboy suit.

In the final throwbacks, Padgett's mom Anna joins the prom as chaperone, in a black beaded lace dress similar to Laney's look in the original. Plus, Lillard makes his surprise appearance as an exasperated authority figure, but definitely brought out his Brock Hudson moves to close out the movie. So, the story comes full-circle, along with the fashion.

"I have to say, in rewatching the first one, it held up really well," says Wingate. (I, for one, want to wear Tamara Mello's madras print halter top and pants from the '99 movie right now.) "It's a classic, and I was hoping that this would be the same way."

'He's All That' premieres on Friday, Aug. 27 on Netflix.

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