A/N: First of all, I'd like to thank everyone who took the time to read (and especially reviewed!) my first fanfiction; I really appreciate it! Anyways this is probably going to be a multi-chapter fic, and it's based on the premise of the movie "She's All That" with a few minor tweaks (tbh I haven't even seen it in its entirety but I know the basic plot) and it is quite OOC. Not so proud of this first chapter but please tell me what you think.

DISCLAIMER: I own nothing but the writing. Everything else belongs to NBC.

...

Don Ressler's not one to dwell on things. Especially breakups.

That's why he's quit thinking about Audrey Bidwell. Cheerleader Audrey Bidwell. Ex-girlfriend Audrey Bidwell.

Damn it. So much for not thinking about her.

And seems like the whole world is never letting him forget, because Pete Maguire, Don's best friend rushes up to him in the halls with a knowing look on his face.

"So, who are you going to prom with?" he asks Don on their way to the cafeteria.

"Um, I don't know," Don scratches the back of his head uncomfortably.

"You don't know?" Pete repeats in disbelief. "Dude, prom is six weeks away, you've got to decide soon!"

"Are you hearing yourself?" Don retorts, getting in line for the food. "You're going insane, it's no big deal!"

"Are you hearing yourself?" Pete replies, clearly not letting this go. "C'mon man, it's been three weeks since you and Audrey-"

"Can you please not remind me about that?" Don was getting quite annoyed of this topic. He's already moved on. "And for the record she dumped me. I'm sure she's far happier with that Michael jerk."

"Michael Williams is a basketball star. Have you seen him play?"

"You're not helping."

"Sorry, man. But I mean what I said, that you should move on. Having your girlfriend publicly humiliate you by breaking up with you in front of the whole school shouldn't bring you down."

Don scoffs and shakes his head as he grabs some food onto his tray. "Jeez. Thanks for your advice."

"Well, all I'm saying is that your moping around is going to cost you your popularity." Pete continues, following Don to their table where the rest of the football players and cheerleaders sit. "If you don't man up now, your reputation will hit rock bottom, and then you're not going to win prom king!"

"And that's important because...?"

"You need to find someone new." Pete announces, clearly disregarding what Don just said.

"Fine." Don finally gives in, partially to shut Pete up, and partially to see where this bet leads him. "I'll find someone new. There are plenty of Audreys in the sea."

Pete laughs haughtily. "You sure about that?"

Don nods confidently, feeling adventurous. He's ready to move on now, he's sure.

"Alright. I challenge you to turn any girl in our grade into prom queen. In six weeks."

"Any girl?"

"Yep." Pete grins slyly.

"And if not?"

"If you don't, then you owe me. . . one-hundred dollars."

"One hundred? And if I do, then you owe me."

"Yeah, yeah."

"You're totally on, man. Deal." he seals it with a handshake.

Don smirks to himself as Pete tells the table about their plan, knowing that he's totally got this in the bag. Although his reputation may have dropped down a few notches after the breakup, he's still the quarterback and one of the most popular guys in school.

"Guys, in six weeks get ready for the biggest party this school has ever seen, drinks on me." Pete announces down the table, which erupts with cheers.

"I wouldn't be too sure." Don says with a boastful grin.

"Oh you wouldn't?" Pete challenges. "Well then I can't wait to see you and Lizzie Scott up on that stage accepting those crowns."

The whole table quiets down, a few people oohing.

Don blinks. Lizzie Scott? The geeky, unpopular Lizzie Scott who hangs with Aram Mojtabai, the president of the AV club? She's only in two of his classes and honestly, he's never really noticed her before.

"Ew, the girl who wears flannel shirts and sneakers every day?" Sarah, one of the cheerleaders says bitterly. "She wears glasses and never talks to anyone besides her geek freak friends."

"I don't know, Pete, that sounds near impossible." Don says carefully, starting to question whether this bet was a good idea.

"Exactly. Which is why you better be prepared to cough up one-hundred dollars, Ressler."

No, that's not going to happen, Don's going to do this, he's going to prove this to Pete and to everyone, especially to Audrey that he's going to win this bet and he's one-hundred percent over her, that he doesn't need her anymore to keep his reputation up.

Ressler shakes his head. "No, don't count on it, Maguire. I'm going to be prom king, and Lizzie Scott will be my prom queen."

...

The next day Don decides he's going to talk to Lizzie.

"So, what are you going to say to her?" Pete asks, following Don to his calculus class which he shares with Lizzie. "'Hey, I've never noticed you before but you're sort of cute so will you please be my girlfriend?'"

Don ignores this and walks straight into calculus, earlier than he's ever been before.

There's no way out of it now. Don Ressler must ask Lizzie Scott out to prom, and that's that.

And there, sitting in the front row in all her nerdy glory, hipster glasses and all, is Lizzie Scott.