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Zack manages to improvise a show with the Hacky Sack he happens to carry in his pocket.Laney is impressed by the performance, but rejects him again after he attempts to charm her.Zack then successfully persuades her to attend a party at Preston's (Dulé Hill) house the same night, and he employs his sister Mac (Anna Paquin) to give her a makeover, transforming her into a stunning beauty.Laney's attendance at Preston's party sparks jealousy in Taylor, who then humiliates Laney, but Laney is consoled by Zack, who has by now developed a true affection for her.At the prom, after a dance scene presided over by the school's resident DJ (Usher Raymond), Mac meets Jesse and they become friends.Dean boasts to Preston and others in the bathroom that he is succeeding in seducing Laney and has rented a hotel room with intention of having sex with her.

This was also confirmed in the film's audio commentary by director Robert Iscove.

With help from Laney's friend, Jesse Jackson (Elden Henson), Zack eventually is successful in getting Laney to take him to a theater lounge frequented by artists and performers.

Intending to deter him, Laney arranges for Zack to be called onto the stage and perform to his surprise.

Jesse overhears this, in a stall, and warns Mac and Zack.

Taylor is then crowned Prom Queen with just over half the votes; she begins a long berating speech which is interrupted by the microphone being turned off by a teacher.

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