There's just no excuse for making a Shakespeare knock-off with "Saved by the Bell" quality dialogue. When a movie modernizes The Bard, even if it's set it in a high school, the chief obligation is to dialogue above all else.

"10 Things I Hate About You" -- a "Clueless"-spawn remake of "The Taming of the Shrew" -- while an above average entry in the recent pool of teen-targeted pics, is sorely lacking in this arena.

Penned by two office temps-cum-screenwriters and directed by a feature film rookie (Gil Junger) as well, "10 Things" is a bright idea (I'm always an advocate of fiddling with Shakespeare), but it is an interpretation without poetry or rhythm, occasionally cashing in on multi-syllabic, Scrabble-winning words in a misguided attempt to make its characters look rebelliously intellectual.

The story (deep breath!):

Bianca Stratford (Larisa Oleynik), the most popular girl at castle-like Padua High School, has a strict and pregnancy-paranoid obstetrician papa (Larry Miller), who, wanting to appear flexible while protecting his princess from the raging hormones of teenage boys, won't allow her to date unless her older sister is dating as well.

However, that sister, the acerbic Katarina (Julia Stiles), is so abrasive and sarcastic that she can send even the most self-assured of fellows scurrying away with tail tucked, leaving lovely Bianca's romantic prospects crushed.

Meanwhile, over-eager sophomore Cameron James (Joseph Gordon-Levitt), is new to PHS and positively smitten with Bianca, and he knows the score. Somehow he must find someone to take Kat out before he can even take a shot at his dream girl.

Enter Patrick Verona (the Shakespeare references get more random and clumsy as the film goes on), perceived as Padua's most petulant, vulgar criminal type. He's a tough all right, but with a romantic side that reveals itself subtly in his irresistible, 100-watt smile.

With the unknowing aide of one of his wealthier rivals for Bianca's affections, Cameron arranges a bribe that aims a determined Patrick (Heath Ledger) toward Kat's porcupine heart.

Although "10 Things" frequently throws comedic curve balls of unexpected creativity and wonderful wit (one small example is how ruthlessly tart Padua High's teachers are), most of the picture is flat, spiritless and hopelessly staged. This is a movie in dire need of a script doctor.

The virtually unknown cast shows a lot of promise, even if their characters are underwritten and even uninteresting at times.

Stiles, who is already starring in two more modernized Shakespeare adaptations this year (a Manhattan "Hamlet" and "O," an "Othello" set in the world of high school basketball), definitely has all the incorrigible spirit required of the shrewish Kat, but her personality seems to be defined as much by her bitter chick wardrobe as anything else.

Ledger (from Fox TV's failed "Roar"), is believable as the kind of conspicuous charmer who could still sneak in under Kat's radar with self-deprecating romantic gestures like serenading her on the football field's PA system. But he has to sacrifice a lot of character to the goddess of political correctness. Let's face it: "The Taming of the Shrew's" Elizabethan happy ending just does not play in a post-feminist world.

Oleynik, best know as Nickelodeon's "Alex Mack," plays Bianca as a teddy bear-clutching sweetie in sun dresses and sweaters. Forced to alternate between an angelic air and inane teenage idiocy ("I like my Sketchers tennis shoes, but I love my Prada bag"), she does her best with a wildly inconsistent part.

Faring better are Gordon-Levitt (the teenage alien on "3rd Rock from the Sun") as the boy bewitched by Bianca and stand-up comic Larry Miller, as the father who gets the movie's best laugh by fitting Bianca with an Empathy Belly before her first date to remind her what she could happen if she doesn't stay chaste.

Although it finally comes together with an extremely satisfying final 20 minutes of romance and charisma, the vast majority of this movie practically hoists disappointment on you because it's bursting at its seams with unrealized potential.

If only the one of the characters was a wit instead of a smart aleck, it might have made the difference.

I mean, I wasn't expecting iambic pentameter here, but while "10 Things" starts promisingly enough with a scattered lines of snappy dialogue (going out with Kat is referred to as "extreme dating"), it quickly degrades to the point that the allegedly edgy lead characters end up rather generic. Kat goes from tempestuous to merely testy and Patrick, it seems, is just a nice guy in a bad boy haircut.

What this movie needed (I can't believe what I'm about to say) was a dose of snap and spice, a la "Dawson's Creek," the trashy teen soap in which the young characters are ridiculously -- but believably -- well-spoken.

But seeing as there were several people at the radio station promotional screening that couldn't answer the DJ's trivia question "Who wrote 'The Taming of the Shrew?'" I expect the target audience for this film probably won't notice any of the things I just complained about at length.