The itch to put on a show propels "She's the Man," a spunky if often erratic update of Shakespeare's "Twelfth Night" to the privileged milieu of contempo American prep schools. Pic marks screenwriters Karen McCullah Lutz and Kirsten Smith's second venture with the Bard, although this one lacks much of the cutting wit of their "10 Things I Hate About You" (based on "The Taming of the Shrew").

The itch to put on a show propels “She’s the Man,” a spunky if often erratic update of Shakespeare’s “Twelfth Night” to the privileged milieu of contempo American prep schools. Pic marks screenwriters Karen McCullah Lutz and Kirsten Smith’s second venture with the Bard, although this one lacks much of the cutting wit of their “10 Things I Hate About You” (based on “The Taming of the Shrew”). Teen fave Amanda Bynes mightily struggles with a tricky role –which won’t for a second depress what should be sparkling opening frame B.O., with solid grades to come in after-school ancillary class.

On paper, the idea of modernizing “Twelfth Night,” with its array of attractive young people and a smart if headstrong woman talented at disguising herself as a man, is at least as natural as Amy Heckerling’s notion a decade ago for turning Jane Austen’s “Emma” into “Clueless.” Besides, all that Lutz and Smith, along with co-screenwriter, producer and story writer Ewan Leslie and director Andy Fickman, are doing is fundamentally no different than what stage directors routinely do with Shakespeare by lifting it out of its original context.

Showing off her soccer skills over the opening credits, Viola (Bynes) knows she could beat half of the players on the boys’ squad at Cornwall Prep, especially since b.f. Justin (Robert Hoffman) has told her so. Still, the school dissolves the girls’ team and the boys’ coach dismisses any bid by the girls to try out with the guys. Worse, Viola’s overweening mom Daphne (Julie Hagerty, in typically sharp form) insists that her tomboy daughter train for coming out as a debutante.

Opportunity strikes, however, when Viola’s brother Sebastian (James Kirk), already kicked out of Cornwall and ditching classes at rival Ilyria Prep, flees home (and to his supremely bitchy g.f. Monique, ushered with gusto by Alex Breckinridge) to play with his rock ‘n’ roll band at a London festival. Having been told that she resembles her brother — which is a stretch — Viola determines to disguise herself as Sebastian and get on the Ilyria boys soccer team to get back at Cornwall.

As insistent as its heroine to get its point across, “She’s the Man” gathers up enough energy and likeable goodwill that it almost skirts past some extremely strained passages in which Bynes plays out being a boy. While her perf rightly preserves Shakespeare’s joke of her lapsing back from time to time into girlish behavior (with some added soccer-inflected jokes), Bynes exaggerates the boyishness into a cartoon that’s not only too broad for the camera, but too much for any high school prep jock to take seriously.

The movie’s solution is to insist on a strange suspension of disbelief that never fully asserts itself, but the major key to finally making much of it work is the bright and enthusiastic cast, centered on the swarthy and magnetic Channing Tatum as Duke, Ilyria’s star player and Viola-Sebastian’s roommate. First smitten by cutie Olivia (a charming Laura Ramsey), Duke recruits his roomie — with “his” ability to know what girls want — to help hook her up with him.

Of course, Olivia likes Viola-Sebastian, and, when Duke has a moment in the kissing booth during a carnival with the real Viola, he’s pulled in another direction. Tatum’s emotional turns, more than Bynes’ antics, drive the pic into interesting comedic territory.

“She’s the Man” reps a multi-faceted project in itself for school age auds — not only a way to brush up their Shakespeare and for girls to have a keen rooting interest with one of their favorite tube stars and discover a new heart-throb in Tatum — but for soccer-hungry kids to soak up some terrific moves on the field. Fickman and lenser Greg Gardiner combine with soccer choreographer Dan Metcalfe to stage some visceral action on the pitch, including p.o.v. shots from the angle of players’ feet.

She's the Man

Production

A DreamWorks release of a DreamWorks Pictures and Lakeshore Entertainment presentation of a Donners' Co. production. Produced by Lauren Shuler Donner, Ewan Leslie. Executive producers, Tom Rosenberg, Gary Lucchesi, Marty Ewing. Directed by Andy Fickman. Screenplay, Ewan Leslie, Karen McCullah Lutz, Kirsten Smith, inspired by the play "Twelfth Night" by William Shakespeare; story, Leslie.

Crew

Camera (Technicolor), Greg Gardiner; editor, Michael Jablow; music, Nathan Wang; music supervisor, Jennifer Hawks; production designer, David J. Bomba; art directors, John R. Jensen, John Burke; set designer, John E. Marcynuk; set decorator, Dominique Fauquet-Lemaitre; costume designer, Katia Stano; sound (Dolby Digital/SDDS/DTS), Rob Young; supervising sound editor, Richard L. Anderson; visual effects supervisor, Mark Breakspear; special effects coordinator, Lars Lenander; visual effects, Rainmaker, Pacific Title and Art Studio; stunt coordinator, Marny Eng; soccer choreographer, Dan Metcalfe; assistant director, Patrice Leung; second unit director, Alexander Witt; second unit camera, Ronald B. Hersey; casting, Randi Hiller, Sarah Halley Finn. Reviewed at Village Theatre, Los Angeles, March 8, 2006. MPAA Rating: PG-13. Running time: 105 MIN.

With

Viola - Amanda Bynes Duke - Channing Tatum Olivia - Laura Ramsey Dinklage - Vinnie Jones Justin - Robert Hoffman Monique - Alex Breckinridge Daphne - Julie Hagerty Gold - David Cross Paul - Jonathan Sadowsky
With: Amanda Crew, Jessica Lucas, Brandon Jay McLaren, Clifton Murray, James Snyder, James Kirk, Emily Perkins.
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