Kat Strafford (Julia Stiles) is a high school outcast. A pariah. Hated by her classmates, considered high-maintenance by her teachers, ignored by her controlling widower father (Larry Miller), and misunderstood by her innocent younger sister--the beautiful and popular in that high-school-blond-way, Bianca (Larisa Oleynik).

When the high-school hottie Joey (Andrew Keegan) decides he needs a new conquest, the innocent Bianca is the target. But wait, theres a catch. Dad insists that if and when Bianca dates, her older sister Kat must either procure a date or her own, or serve as chaperone. So Joey pays another social outcast Patrick Verona (Heath Ledger) to ask sister Kat out. Problem solved. Maybe.

A convoluted scenario (in traditional Shakespearean fashion) ensues, including Bianca's smitten classmate Cameron (Joseph Gordon-Levitt) who also pays Patrick to date Kat so he can have his alone-time with Bianca. Along the way we get to see Kat flash her breasts to get Patrick out of detention, a musical number that includes the high-school marching band and Patrick evading campus security, and a prom scene where everything gets solved and the guys eventually gets the girls (Cameron and Bianca, Patrick and Kat). Plus Kat gets a hot Fender out of the deal. I heart Shakespeare.

Exterior shots of principal photography were filmed in Gig Harbor, Tacoma and Seattle, Washington. The high school's exterior was shot at Tacoma's Stadium High School. Bianca and Kat's home in the film is in Tacoma's exclusive North End neighborhood, the same neighborhood where the home from The Hand that Rocks the Cradle is located. A brief scene takes place at the Fremont Troll in Seattle, Washington. Katarina and Patrick's date takes place at Gas Works Park in Seattle, Washington. The biker bar that Patrick is shown going into is the Buckaroo Tavern in Fremont, Seattle. The exterior shot was taken at Alki Beach. The Padua High School Prom was filmed at Seattle's Century Ballroom as well as at the restored Paramount Theatre. The prom sequence was shot over three 90+°F days in Seattle.

Costume designer Kim Tillman designed original dresses for Larisa Oleynik and Julia Stiles as well as the period outfits for Susan May Pratt and David Krumholtz. Gabrielle Union's snakeskin prom dress is a Betsey Johnson design. Heath Ledger and Joseph Gordon-Levitt's vintage tuxes came from Isadora's in Seattle.

The primary tagline is an allusion to a poem written by Elizabeth Barrett Browning called Sonnets from the Portuguese (How do I loathe thee? Let me count the ways.) Another tagline is a spoof from Shakespeare's Romeo and Juliet (Romeo, Oh Romeo, Get Out Of My Face.) and another is a line from The Taming of the Shrew that is spoken in the film by Cameron (I pine, I perish!).

The two sisters in The Taming of the Shrew are called Katharine and Bianca, while the two sisters in 10 Things are named Katarina, known as Kat, and Bianca. Kat and Bianca's last name is Stratford, making reference to Stratford-upon-Avon, the English town known worldwide as the birthplace of William Shakespeare. Katharina's suitor in Shakespeare's play is Petruchio of Verona, who becomes Patrick Verona in 10 Things. In the movie, the high school is named Padua, the city in which Shakespeare's play is set.

Comparison of the two works will also reveal similar plot ideas. For instance, Shakespeare's Lucentio wishes to wed Bianca, but cannot until her sister is married. Knowing that Bianca cannot enter into any relationships, he poses as a tutor named Cambio in order to become closer to Bianca -- much as in 10 Things where the similarly named Cameron takes up French to tutor Bianca. While still posing as Bianca's tutor, Lucentio confers with a somewhat wild character, Petruchio. Like Patrick, he is an out-of-towner and little is known about him. Petruchio agrees to marry Katharina simply for the dowry that comes along with her, allowing Lucentio to pursue Bianca -- just as Patrick agreed to date Kat for the money offered to him by Joey.

The characters of 10 Things are unusually verbose, regardless of the cliques to which they belong, which is much in keeping with the style of Shakespeare. At several points the characters also either directly quote Shakespeare or allude to his style of writing in their own speech, typically for comedic value. For example, upon seeing Bianca for the first time, Cameron declares "I burn, I pine, I perish!" Also, when Michael pulls out on his motorbike in front of Kat and she admonishes him, he calls her "the shrew."

An additional tie-in to the work of Shakespeare is the fetish that the character Mandella (Susan May Pratt) has for things Shakespearean, including costumes, plays and poetry. In an apparent third (although not quite as developed as the two lead couples in the final film) coupling, Michael falls for Mandella while learning about Kat. The attraction begins when he starts to quote Macbeth to her and she finishes the line. Mandella is told later in the film that William Shakespeare will be her date to the prom. Fulfilling the promise, Michael appears dressed as William Shakespeare. The title of the song "Cruel to Be Kind" performed for the film by Letters to Cleo is taken from a line from Hamlet.

The Shakespeare references continue when Kat is assigned to write her own version of Shakespeare's Sonnet 141. Her poem becomes "10 Things I Hate About You." For the supporting characters, Joey Donner is Hortensio, Michael Eckman is Tranio, and Walter Stratford is Baptista.