Details: Starring Julia Stiles, Heath Ledger. Rated PG-13 for crude sex-related humor and dialogue, alcohol- and drug-related scenes, all involving teens. 1 hour, 34 minutes.

Review: Maybe I'm wrong, but I think you can search all 37 of William Shakespeare's plays and not find a scene with a guy drawing male genitals on another guy's face.

That's one of the early clues that "10 Things I Hate About You" is a very loose version of "The Taming of the Shrew." The opening minutes cram in plenty of sex jokes, including a porn novel the school counselor is secretly writing, which gives characters a chance to say "engorged," "bratwurst" and other snicker-trigger words for its targeted teen crowd.

The movie starts terribly. Director Gil Junger, a sitcom veteran making his feature debut, lets scenes linger five seconds too long; the wind leaks out of them. A few early shots are downright ugly. So you sit there thinking, "There goes another 90 minutes of my life."

Then, unexpectedly, the movie starts to percolate with wit and charm, thanks largely to its Kate-and-Petruchio stand-ins, Kat (Julia Stiles) and Patrick (Heath Ledger). She's the elder of the Stratford sisters (groan), one of those "question authority" girls who reads "The Bell Jar" and dismisses Ernest Hemingway as an "abusive alcoholic misogynist."

No wonder she's unpopular, while her kid sis, Bianca (Larisa Oleynik), is being cruised by teen lothario Joey (Andrew Keegan). Problem is, their overprotective single dad (Larry Miller) won't let Bianca date until her sister does. And that's about as likely as a drought in their hometown, Seattle.

But when newcomer Cameron (Joseph Gordon-Levitt) falls for Bianca, he schemes with pal Michael (David Krumholtz) to arrange a date for Kat. Their man for the job: Patrick, a longhaired transfer student shadowed by rumors of a reckless past. Paid for the job, Patrick starts to woo Kat.

You know what happens next, whether you've seen "Shrew" or the recent teen flick "She's All That." The movies share the same climax: our heroine's transformation, her trip to the prom and then the crisis when she learns her new beau's actions have ulterior motives. The difference here is that Stiles and Ledger are captivating (unlike the attractive stiffs in "She's All That"). Stiles nails her feminazi, bound-for-Sarah Lawrence shtick, but just as easily melts into giggles or pulls off a slapstick drunk scene. Ledger is just as comfortable playing a dangerous loner or doing a goofy song and dance to impress Kat.

The script (by Karen McCullah-Lutz and Kirsten Smith) can't go too far wrong with Shakespeare's plot. (It's worked for 400 years.) They throw in references to the original that verge on precious (Kat and Bianca are the Stratford sisters, and they go to Padua High). But the writers come up with their own nutty touches, including dad Stratford's obsession that his girls will end up pregnant.

You'll know what I mean when you see "the Belly," one of the better sight gags of the spring.

— Steve Murray, Cox News Service