Penelope's Makeover in“ Bridgerton ”Season 3 Was Actually Inspired by a Beloved '90s Movie

'Bridgerton' showrunner Jess Brownell says that she was inspired by the makeover scene in 'She's All That' for season 3

A beloved rom-com movie moment just got a new spin.

The first part of Bridgerton's third season debuted on Netflix on Thursday, May 16, and focuses largely on Penelope Featherington's (Nicola Coughlin) friends-to-lovers arc with Colin Bridgerton (Luke Newton).

A key part of Penelope's story this season is her transformation from wallflower into a confident young woman. Accomplishing that big makeover moment was possible, in part, thanks to the iconic 90’s rom-com She’s All That.

Related: Nicola Coughlan 'Specifically Asked' to Be 'Very Naked' in Bridgerton Season 3: 'Amazingly Empowering'

Showrunner Jess Brownell was apparently inspired by the She's All That scene in which Laney Boggs, played by Rachael Leigh Cook, comes down the stairs to her waiting friend Zack (Freddie Prince Jr.), transformed after her own makeover.

"There’s this iconic moment where Rachel Leigh Cook walks down the stairs; she’s taken off of her glasses, she’s put on a red dress and suddenly she’s instantly popular and beautiful,” Brownell told First for Women.

“We felt that for modern audiences, we needed to do something different with it,” Brownell explained to the outlet of Penelope's entrance into a ton party after her style swap. "So Pen does have her makeover . . . but it doesn’t necessarily have the impact that she thought it would. Because the change that needs to happen is much more about her confidence than it is about her external impression."

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Despite her new clothes and hairstyle, Penelope struggles with her ability to hold conversation with potential suitors. Colin then steps in to help Penelope find a husband, coaching her on how to talk to other men and impress them with her natural charm. 

While the new season mainly focuses on the romance between Colin and Penelope, fans also get the chance to see that Penelope "is a butterfly emerging from her chrysalis this season,” Brownell said in a Shondaland behind-the-scenes feature for Bridgerton season 3.

Brownwell said, in general, that for the new season she "was also drawing a lot from films that came out when I was a teenager, because of the nostalgia, like 10 Things I Hate About You, She’s All That, and Clueless," according to Shondaland.

All point to the changed tone and intention of this season: "more rom-com, more playful, more humorous," the showrunner told the Royal Television Society.

Related: Bridgerton Season 3 Review: Romance Blooms (at Last!) for Penelope in Netflix Hit's First Half

The first part of Bridgerton season 3 is now streaming on Netflix, and part 2 drops on June 13.

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