1. FOR 15 MINUTES, THIS MOVIE IS great--sassy, mean lines dripping from the mouths of all the high school students, and more particularly, their teachers (Allison Janney turns in a particularly nasty performance as the wannabe porn author, Ms. Perky). Then, it just drips with MTV-style saccharine.

2. The soundtrack to this "crazy," "dope," "hep" high school romantic comedy was clearly compiled by someone my age. Why set a movie in 1999, only to have bleedin' Letters to Cleo do cover versions of songs that were (presumably) written before most of the cast were born? (Cheap Trick's "I Want You to Want Me," Nick Lowe's "Cruel to be Kind," etc.)

3. The film is loosely based on William Shakespeare's heinous, misogynistic play The Taming of the Shrew (e.g., the father--Larry Miller as a lachrymose Walter Stratford--forbids one daughter to date until the other has dated). Just in case you miss the reference, one character takes on our Bill's identity by dressing up like him.

4. For a film about high schoolers there sure are a lot of thirtysomething actors.

5. The first kiss between "mysterious young man" Patrick Verona (Heath Ledger, with a very dubious Australian accent) and "shrew" Katarina Stratford (a highly unbelievable Julia Stiles) was so syrupy and awful it nearly caused one of my companions to have a diabetic seizure. Oh, the humanity!

6. We're expected to believe that Kat's sister, the airhead Bianca (played by the horrendous Larisa Oleynik), would fall for the sap Joey Donner (played by the horribly smug Andrew Keegan). Right.

7. At the "Riot Grrrl" gig (Wouldn't you know it? This modern-day "shrew" is a Grrrly!), everyone is wearing Gap tops.

8. When Letters to Cleo's pathetically anonymous singer comes down off the stage at the high school dance to sing to a member of the audience, the crowd goes wild. On what planet does anyone care about Letters to Cleo?

9. The photography sucks.

10. The movie is set in Seattle. How lame is that?