If you took out all the crude sexual humor, "10 Things I Hate About You" could have been The Best Shakespeare Movie John Hughes Never Made.

As it is, this very loose adaptation of the Bard's stage play, "The Taming of the Shrew" (done "Clueless"-style), is a definitely a cut above the current crop of teen-oriented comedies, thanks to an appealing cast of fresh faces, as well as a surprisingly literate script.

But the fact that the potential for something greater exists makes this at-times amusing film all the more disappointing. It also makes the filmmakers' decision to go for cheap laughs that much more regrettable.

The story revolves around the romantic foibles of the teenage Stratford sisters — popular sophomore Bianca (Larisa Oleynik) and feminist senior Kat (Julia Stiles). While Bianca is ready to begin dating, her father (Larry Miller) won't let her out of the house unless she can find a date for Kat.

Needless to say, that's not the easiest task, given Kat's prickly personality. So it becomes a contest between Bianca's two suitors, sex-obsessed pretty boy Joey Donner (Andrew Keegan) and shy new transfer student Cameron James (Joseph Gordon-Levitt), to see who can come up with the right, unlucky chump first.

Not too surprisingly, they both choose the same guy for date-bait, school tough Patrick Verona (Heath Ledger), who also happens to be the only person unfazed by Kat's acidic wit.

What happens next won't surprise anyone, even if you haven't seen any of the "Shrew" stage or movie productions. But the cast almost makes it work, as does the brisk pacing.

The interplay between Stiles and Ledger is particularly good, as are a series of scene-stealing supporting turns (by Miller, David Krumholtz and Daryl "Chill" Mitchell as Kat's frustrated literature teacher). There's even a nice nod to the Bard near the end.

But as mentioned, too often the script strays into unwelcome (more specifically, vulgar) territory, and director Gil Junger (a TV veteran) throws in some MTV devices, such as a performance by popular music act Save Ferris, that only detract from the material.

"10 Things I Hate About You" is rated PG-13 for vulgar, sexually based humor and use of sexual slang, profanity, close-ups of crude cartoons and a brief scuffle.