The complex story required filmmakers to find eight talented actors to complete the ensemble cast. With the help of casting director Marcia Ross, the filmmakers went through an extensive casting process where they saw approximately 200 actors for each of the eight teenage roles.

"My goal was to cast really good actors and not necessarily stars," says Junger.

"We cast everybody almost simultaneously because chemistry between the actors was so essential in making the piece work. We started with the two sisters and built our way out from there," says Lazar. "The chemistry between the sisters had to be right. Then we wanted to make equally sure that the Patrick character was right for Kat and the Cameron character was right for Bianca."

"When I finally made my decisions of who I wanted for the roles, there was no question in my mind," states Junger. "Immediately after reading each of the eight chosen actors, I knew right then and there that I didn't need to see anyone else."

Heath Ledger

The filmmakers chose a relatively unknown Australian actor to play the key role of Patrick Verona.

"My first reaction to Heath Ledger was this guy is great looking, I hope he can act," remembers Junger. "When I talked with him I realized how bright he was. Then he read for me, and after about three minutes and 40 seconds, I knew that he was the right actor for the role. There was initial concern over Heath's Australian accent but I said, `Why?' It makes him more interesting, mysterious and sexy."

"Basically, Patrick Verona is an adaptation of the classic character Petruchio," explains Heath Ledger. "I'm using bits and pieces of Richard Burton's portrayal of that character in perhaps the best-known `The Taming of the Shrew' film, but my Patrick has also got a Jack Nicholson edge to him with his cheekiness and his smiles.

"I always wanted to play `Hamlet,' but I would not attempt it until I was ready. Of all Shakespeare's characters, I'd chose to play Petruchio first and Patrick is the closest I've come to playing Petruchio."

In the film, Patrick Verona returns to Padua High School after a year-long absence. Theories abound as to where he has been and what he has been doing. "He uses the rumors about him to create a barrier that keeps him isolated from everyone else," says Ledger. "Then he meets someone who has also separated herself and together, we break down each other's barriers and fall in love. I liked that it is a love comedy about the covers that people create for themselves."

Julia Stiles

New York actress Julia Stiles was selected to play Kat, the "shrew".

"I knew before she acted for me that this was the girl," says Junger. "We spoke for five minutes and I was very attracted to her sense of depth. She's very smart and extremely skilled. There's a maturity and a depth to her that I knew was perfect for the part. I didn't find that kind of intelligence in anyone else."

"One of the things that attracted me to the script is that Kat is one of the few female roles that isn't defined by a man," comments Julia Stiles. "She goes through a huge change throughout the course of the movie and that's a great challenge as an actress."

"Kat is definitely a positive role model for women," the actress continues. "She's opinionated and isn't afraid to express her thoughts. She's assertive, intelligent, very independent and strong-willed. The story says that it's okay for a woman to be like that."

One of the changes Gil Junger fleshed out in the script was to explain the cause of Kat's discomfort. "I wanted to explore that more so that she's not just an angry girl," the director explains. "It's not fun to watch an angry girl for two hours," the director says.

Stiles continues, "Gil and I both agreed that she's not necessarily a shrew per se, but she is maybe a little crass at times just because she responds poorly to her high school environment. She's kind of a fish out of water. Eventually, Patrick brings out the best in her."

All agreed that the two lead actors share undeniable screen chemistry. "When we read together, there was an instant spark," says Ledger. "We were just firing back at each other. We saw it in our eyes."

"Heath is a great actor and I respect him and there is some interesting chemistry between us," agrees Stiles.

"They are a tremendously sexy couple because they have that kind of brooding quality, yet underneath you know there's real heart in both of them," says Junger. "They walk a very fine line in portraying distant characters who are, at the same time, charismatic."

"We did a screen test with Heath and Julia and it was obvious to everyone that they are a great couple," remembers Lazar. "In fact, the screen chemistry with all the couples is great."

Joseph Gordon-Levitt

The magnetism between younger sister Bianca Stratford, played by Larisa Oleynik, and her admirer Cameron, played by Joseph Gordon-Levitt, also proves important to the story.

"The driving force of the plot, which is Bianca can't date until your older sister does, is propelled along by Cameron desperately wanting to go out with Bianca, and doing whatever it takes to get there," explains Junger. "That drives all the other sub-plots into place, in a funny way."

"What attracted me to Joseph Gordon-Levitt at first was his charm," says Junger. "Joseph was the only guy who brought appeal to the character."

"Cameron is the nice guy that everybody's rooting for," comments Joseph Gordon-Levitt. "He is the guy you hope everything works out for. He's really well meaning and persevering and you want him to get the girl. People will identify with him and what he goes through."

"Boys who have been rejected by a cute girl before are going to totally side with Cameron," says director Junger. "The thing that Cameron realizes about Bianca is, yeah, she's pretty, but what really matters is this girl is a kind, loving person. Cameron is willing to take the risk by investing time with her because he thinks she is a flower about to blossom and wants to be there when it happens. Joseph is insightful enough as an actor to pull that off. He's amazing."

"There are multiple sources of humor going on throughout the movie," comments Gordon-Levitt. "The whole thing is humorous just in general because of the entire situation. It is very complicated, surreal and fast comedy. Then there's the other kind of comedy with David Krumholtz and myself especially. He's a hilarious guy and we're two sitcom actors, so we're in there doing the shtick. Then we've got Heath Ledger and Julia Stiles, who are awesome dramatic actors, lending the realism to it."

Larisa Oleynik

"Julia Stiles and Larisa Oleynik both liked the character of Kat," producer Lazar recalls. "When Julia walked in, it was so clear that she was dead-on Kat. However, Larisa is so extraordinarily talented that we wanted to see her as Bianca."

"Larisa lights up the screen," says Junger. "She has a difficult part because she has to play a girl that the audience doesn't particularly like in the beginning because she's materialistic and self-centered. At the same time, we have to find out that she's a real person and, she too, is just hiding. That's a fine line for an actor to walk and Larisa does it beautifully."

"I fell in love with the script because I felt it was real," remembers Oleynik. "I like the fact that the main character is somewhat of an outsider and is a really strong, opinionated woman. If Bianca were the main girl character it wouldn't be as realistic. The film is more from Kat's perspective, how she deals with not being as accepted and how she overcomes that. Which is probably more normal; no one feels like they fit in at high school. No one does deep down.

"I liked that it was a teen ensemble movie," continues Oleynik. " I completely connected with this script because it presents a smarter, somewhat cynical view of the politics of high school."

David Krumholtz

Gil Junger had directed David Krumholtz, who plays Michael Eckman, in two previous television series. "I cast him before I even read him. As soon as I read the script I said, `this is obviously David Krumholtz.' He's a comedic genius. He's like a modern day Woody Allen. He has that very particular set of rhythms that are very self-effacing, self-deprecating and it's very charming."

"There's a sarcastic wit to the writing," says Krumholtz of the screenplay. "We're all speaking this `adult-speak' and it's funny to watch. There is a jumpiness as far as the timing, the beats and it is very shticky.

"Michael Eckman is an integral part of the story because he's the guy that comes up with the idea to get the wheels of the plot in motion," Krumholtz continues. "He's the one who has enough perception to see that if he sets the girl up with the other guy, then his friend can get his girl. I'm sort of the puppeteer. I'm the guy who sets up the whole deal. I write the story in a way," laughs Krumholtz.

"Michael loves instilling confidence in Cameron, which I think is a cool thing. With a lot of buddy roles, there's banter and competition. But Michael just wants to see his friend get the girl. That's sweet about him and I was attracted to that," furthers Krumholtz.

"This is the best duo," says Junger of Gordon-Levitt and Krumholtz. "It's a little buddy movie inside the movie."

"They are both terrific actors who have tremendous comic ability. We thought their pairing was essential," adds Lazar. "Joseph Gordon-Levitt is the emotional anchor of the film because he's the outsider that comes into the school and immediately falls in love with the beautiful girl. He's the emotional backbone of the movie."

"They are both terrific actors, both sitcom actors so they have that timing and they know how to turn a joke beautifully," adds Junger.

Andrew Keegan

Andrew Keegan plays Joey Donner. "My character is the villain, but I think that he's going to come across differently than any other bad guy. He's not a typical villain; he's actually got a pretty cool personality. He's one of those bad guys that you hate to love him. He's arrogant. He does it out of not knowing better, more than anything else. He's the reason all this chaos is going on."

"I cast Andrew because I felt, in many ways, he was this guy," says Junger. "He's cool and very confident about the way he looks. I'm sure he's very confident with women, which is what the character needs to be. The delicate balance that I've been trying to get with Andrew, and have gotten because he's a good actor, is how do you be cocky and overly sure of yourself, and not seem smarmy. I've tried to keep him grounded so that the audience will know that inside is really a good guy."

Susan May Pratt

The filmmakers cast actress Susan May Pratt to play Kat Stratford's best friend: the gossip- mongering Mandella. "Mandella is interesting because she adds color with the demented and strange things that she does," Pratt says.

Pratt identifies with Mandella. "I can relate to being very much in love and interested in a certain topic. Adolescence is a really hard time and I think focusing on her passion helps Mandella get through her life. If you're going to be obsessed with something, why not be obsessed with classic literature?"

Gabrielle Union

Gabrielle Union rounds out the teen portion of the ensemble cast.

"I play Chastity, who is Bianca's `best friend'. I use quotes because she's very manipulative and jealous. I loved the script because the way Chastity was written, there was no way that she could be compromised to be nicer. I just love that she is so evil. If I'm going to have to play a mean girl, I want to do it the right way."

To research the part, Union hung out with her little sister. "I listened to her and watched how she and her friends interacted. Like every large group of friends in high school, there were at least one or two not-so-nice girls. So I watched how they related to each other physically, their little movements, the little things that weren't spoken."

The cast

Director Junger was thrilled with his cast. "I really think this is going to be a break out movie for many of them. I think this is going to be like `Diner' of nearly 20 years ago, because the quality of the cast is so good."

Andrew Lazar agrees, "I think casting is destiny and I think we were blessed with the best darn cast I've ever seen."