10 Things I Hate About You is from that strange period in American mainstream filmmaking when they knew you couldn’t make too many jokes about high school girls anymore, unless you establish at least twice they’re eighteen so it’s not technically illegal.

There’s also the issue of Andrew Keegan’s sexual predator, who the film treats as something of a joke throughout. Things takes place in the beautiful Pacific Northwest, with lots of white faces, big houses, and big lawns. It’s the perfect location for a Disney teen comedy, except Things is Touchstone and, therefore, tougher. But there’s never significant bullying; nerdy Joseph Gordon-Levitt and David Krumholtz are teased but never assaulted. And Krumholtz invites a lot of the teasing (for a while, anyway).

The film’s based on Shakespeare’s Taming of the Shrew, which I’ve never read or seen, so I’m not sure if Keegan’s character in the original is quite as repugnant. Since the film’s from the late nineties, it doesn’t even think Keegan’s too bad, like it can’t hear him talk, and it doesn’t acknowledge what his character motivation must be after we find out his backstory.

With those asterisks aside, the film’s a charm offensive from leads Julia Stiles and, especially, Heath Ledger. Director Junger often just stares at Ledger, waiting for him to do something charming or perfectly timed. Sometimes Stiles will be staring at him too long, too, because he’s just so damn charming. They’re both delightful, even as the film gets more serious and director Junger (thanks to Mark Irwin’s bland photography) doesn’t really know how to adjust for it.

The film’s also desperate for soundtrack album sales to the point Stiles’s favorite band, (the real-life) Letters to Cleo, figures into the story a couple times and then is back again for a vertigo-inducing live performance. Whether you’re a fan of the band or not, Things doesn’t use them (or much of the music) very well. Especially not once it just does one montage after another. The movie doesn’t even remember its title until the third act.

Though the montages probably help move through without unraveling the plot, which has high school senior Keegan lusting after sophomore Larisa Oleynik, who can’t date until her older sister, Stiles, also dates. Larry Miller plays their single-parent dad; he’s hilarious if just a textured caricature. Gordon-Levitt likes Oleynik too, so Krumholtz convinces him they’re going to get Keegan to hire Ledger to date Stiles, freeing up Oleynik to date….

Well, Gordon-Levitt thinks she’ll be dating him, even though all of her scenes are about her wanting to date Keegan. Throw in Ledger and Stiles falling for each other, and you’ve got yourself a teen movie.

The film obviously had a much different original cut—the end credits have the blooper reel, many of which are from scenes the film didn’t use; the bloopers are funny, and the scenes usually aren’t. Or they’re super problematic even for Things.

Outside Keegan, who’s fine but just a superficial jerk, the performances are uniformly good or better. Ledger and Stiles are obviously the better, but Oleynik’s good, ditto Gordon-Levitt. Allison Janney has a great cameo (cut down) as the school guidance counselor, while Daryl Mitchell’s the teacher who knows Keegan shouldn’t be sexually harassing Stiles, but it’s the late nineties, and he’s not going to actually do anything about it.

Decent editing from O. Nicholas Brown helps, especially during the montages, and if Irwin’s photography weren’t so flat, Junger’s direction would be downright good.

10 Things I Hate About You has its collection of caveats, but its successes—Ledger and Stiles’s successes—are considerable.