YIN/YANG AMANDA BYNES SEES BOTH SIDES OF THE BATTLE OF THE SEXES IN ``SHE'S THE MAN''.

Byline: Valerie Kuklenski Staff Writer

Nineteen-year-old Amanda Bynes has credits many young starlets would envy: joining the Nickelodeon "All That" ensemble by 10, fronting her own variety show at 12, and, more recently, co-starring in the WB sitcom "What I Like About You".

But that hectic schedule left little time for the sorts of activities other teenagers take for granted stage productions, team sports and school dances.

Bynes has made up for it, and then some, by starring in "She's the Man," a new comedy feature inspired by William Shakespeare's "Twelfth Night." For the updated gender-bending story, Bynes got a taste of the full spectrum of her high school years playing the lead in the high school play, scoring for the soccer team, navigating through awkward social moments and, at least on camera, falling hard for a hottie. And as Viola/Sebastian, she got to see it from male and female points of view.

"We were all, like, having a great time," she said this week, sporting a black micromini, a V-neck tissue T and heels to meet reporters. "It was just nice to meet people that you hit it off with. It was great, and I feel really lucky because it's hard ... to go into different sets when you don't know people."

She said the process of making "She's the Man" was, in many ways, like the school play she never got to be in, and for that she credits director Andy Fickman (Showtime's "Reefer Madness: The Movie Musical"), a theater veteran she describes as "the most outgoing, exuberant, lovely guy."

"Nobody can believe what a great group it was, and we're all like bummed because it's hard to find that. Other people who go on to other movies since this movie have been like, 'It's not the same at other movies.'"

Most of Bynes' previous jobs called for just a couple of kids and a whole bunch of adults not a prime social experience for a teenager.

In "She's the Man," Bynes plays Viola, a soccer star whose all-girl team is dropped at Cornwall Prep. When she's refused a position on the boys' squad, she decides to pose temporarily as her twin brother, Sebastian, at his new boarding school, Illyria Prep, for a chance to keep playing the game she loves.

Viola struggles with a masculine persona that waffles between dork and babe magnet and somehow gets caught in a love triangle between Duke Orsino (Channing Tatum) and Olivia (Laura Ramsey), while fretting over how to shower in Illyria's open-space stalls.

"We did soccer training together, even the people who weren't playing soccer in the movie, just so we could all hang out together. And never are you offered that in a movie. You go there the first day and you just work.

"So we all went there for two weeks before and the whole cast just bonded and it was so fun. And that's why I think when you watch the movie, it does feel like a group of friends and it does have a warm vibe."

That two-week prep was in part about familiarizing the cast with the original work, Shakespeare's convoluted tale of deception and mistaken identity centered on Viola, posing as Cesario in the court of Orsino, duke of Illyria, while the duke pines for the lovely Countess Olivia.

"Before we even started working on the script itself, I felt 'Twelfth Night' needed to be dealt with first," Fickman said.

"I would ask people in the audition, 'Have you read "Twelfth Night?'" It's amazing how many people had," he said, laughing. "Pretty much everyone had. And then I realized, well, sometimes it's easier to tell the director, 'I loved "Twelfth Night," and I read the 11th and I'm working on the sequel 13th now.'

"I felt like by giving everyone the benefit of the doubt and not giving everyone the benefit of the doubt, by at least going to the source material, it was a good place to build. And it really, I think, helped ground the cast.

"One of the things I love about doing theater is theater forces a cast to sort of bond, and the very nature of 'us versus them,' because the curtain's going to open and there they are. There is no opening weekend gross. It's, 'Did they like it, did they boo us, did they walk out?' And I wanted that experience for the cast as well."

Fickman said he falls somewhere in between purists who hold Shakespeare sacred, down to the Elizabethan knee breeches, and those who favor taking it to the public in any form possible.

"My gut instinct would be whoa, slow down, you have to be careful," the director said. "Our writers (Karen McCullah Lutz and Kirsten Smith) had adapted 'Taming of the Shrew' to '10 Things I Hate About You.' I really liked how they handled that. And when I look at something like adapting Jane Austen to 'Clueless,' a favorite movie of mine, I can be pleased that there is a world in which that translation can happen.

"If you have a love for it, you have to respect it. And I think all of us involved are so passionate about Shakespeare, it was a wonderful place to build from."

Co-writer Ewan Leslie said his Nashville, Tenn., prep school instilled in him a respect for works by Shakespeare and other English writers. President of production for the Donners' Company, he conceived the story for "She's the Man" after seeing "Twelfth Night" on the London stage a couple of years ago.

He tried to imagine what his English teachers of some 20 years ago would think of this adaptation.

"I think teachers sometimes probably wonder if anything they're saying is sinking in," Leslie said. "I have to hope they would be pleased that something sunk in. I don't know if they'd necessarily love what we've done with Shakespeare. ... They may or may not like the movie, but I think they'd be happy that people are talking about Shakespeare and still making movies of his work."

Bynes said anything that helps makes Shakespeare's 16th-century poetry and stories more appealing to today's students most likely is a good thing.

"I definitely think that it helps to do it like we did it just because it is hard to understand," she said. "We wanted to do a version that was like Shakespeare but that was hip and had, you know, sort of a fun feel to it."

There are small allusions to the original material throughout a restaurant named Cesario's, the loud yellow socks on Malcolm (whose character is based on Malvolio), the sign for the Illyria school production titled "Or What You Will," which is the alternative title for "Twelfth Night."

Leslie said the play's opening line "If music be the food of love, play on" had been included as part of the debutante ball at the end of the movie, but it was dropped when the brief scene was cut. The play's other most famous line found its way in serendipitously.

In the play, it is the blowhard Malvolio who muses that "some are born great, some achieve greatness, and some have greatness thrust upon 'em."

Leslie said he and Fickman love that speech and had been looking for a meaningful way to incorporate it beyond its subtle inscription on an Illyria locker room wall. A scene near the end of the film when Viola's true identity becomes clear midway through the big Cornwall-Illyria match provided an opportunity.

"We actually added that speech on set. We were literally getting ready to shoot the scene, and we didn't like the dialogue that Duke had to say, and I don't think Channing, the actor, really loved it either," Leslie recalled. "And we'd always loved that speech, and we thought this is a great place to put it, because it's Duke trying to rouse the team. ... It made the scene really emotional."

If that altered use of a memorable line offends purists, Leslie would encourage them to take satisfaction in the fact that at least some moviegoers are getting acquainted with the words of the Bard for the first time.

"I think it's great if someone tries to make Shakespeare accessible to today's audience. What's wrong with that?" he said "And, look, if they see 'She's the Man' and they don't like it, but at least it gets them to read 'Twelfth Night' because they're curious, that's, I think, a great thing."

And using a classic play to let Bynes relive a little bit of high school life that's good gravy.

"This really, I feel, was an opportunity to take advantage of all things Amanda, and was an opportunity for her to throw herself into that high school setting, to throw herself into the romance of it all," Fickman said. "I think we tapped a little bit into that world for her.

"It's kind of nice to get dressed for the prom, it's kind of nice to go to the carnival, it's kind of nice to do all the sporting events and do it all in the course of a summer."

Valerie Kuklenski, [phone]

valerie.kuklenski(at)dailynews.com

If a boy played a girl playing a boy

A cute leggy girl playing a young man is tricky enough. Imagine if the makers of ``She's the Man'' tried to hold to the Elizabethan theatrical convention of casting all men in the movie. That would mean a guy playing Viola posing as Sebastian.

So who among today's youthful male stars could pull it off?

``I think Shia LaBeouf (of 'Holes') is very talented,'' Amanda Bynes offered. ``I think he would have done a great job as well.''

A slightly older star came to mind for screenwriter Ewan Leslie.

``If you were going to keep it in high school, he's a little too old now, and but I think Ashton Kutcher could actually have had a lot of fun with it,'' Leslie said. ``He's sort of a pretty boy, and he'd have fun with it. I think you could buy him pretending to be a girl pretending to be a boy.

``Adam Brody from `The O.C.' would be great. He has sort of a Tom Hanks-ish quality, and you think about Tom Hanks in `Bosom Buddies.' ''

Old stories with new twists

When considering Shakespeare plays brought to the silver screen in a time and place outside their traditional Elizabethan England, contemporary movie buffs often point to Baz Luhrmann's 1996 hit, "Romeo & Juliet." It made a leading man of Leonardo DiCaprio and set the tale in an urban American setting. Then there's Michael Almereyda's 2000 "Hamlet," which had Ethan Hawke in a power struggle for control of New York-based Denmark Corp.

"She's the Man" is the latest film adaptation of a literary classic that bears only a vague resemblance to its source of inspiration, having left both the poetry and the title on the shelf. Here are a few other movies, classic and recent, that give a nod to the celebrated authors behind them:

"Kiss Me Kate." It's Shakespeare's "The Taming of the Shrew" within the 1953 musical story of a theater company with a pair of belligerent co-stars, played by Howard Keel and Kathryn Grayson.

"Forbidden Planet." The 1956 sci-fi cult classic is derived from the Bard's "The Tempest," with Walter Pidgeon and Anne Francis, on an isolated planet, representing the mystical Prospero and his daughter Miranda.

"Throne of Blood." Akira Kurosawa transplants Shakespeare's tragedy "Macbeth" to Japan's feudal society for this 1957 film.

"West Side Story." The 1961 movie musical, originally a stage production, is probably the most readily recognized of Shakespeare's retold tales, with the rival Sharks and Jets street gangs standing in for the Montagues and the Capulets of "Romeo and Juliet."

"Roxanne." Writer and star Steve Martin's modern (1987) rendition of Edmond Rostand's "Cyrano de Bergerac" includes a duel with a tennis racket and the play's delightful speech about the title character's prominent proboscis.

"Clueless." Alicia Silverstone is Jane Austen's 19th-century "Emma" "as if!" in the guise of the mid- 90s fashion-conscious high school socialite Cher in Amy Heckerling's 1995 satire.

"10 Things I Hate About You." A 1999 comedy from "She's the Man" co-writers Karen McCullah Lutz and Kirsten Smith, it renames "Taming of the Shrew" leads Petrucchio and Katherine as Patrick and Kat (played by Heath Ledger and Julia Stiles) and sets up their mismatched romance at Padua High School.

"Cruel Intentions." Roger Kumble adapts and directs this 1999 film from Choderlos de Laclos' novel "Les Liaisons Dangereuses" with the top young stars of the day: Sarah Michelle Gellar, Ryan Phillippe and Reese Witherspoon.

"Romeo Must Die." In this 2000 drama, the warring factions coming between the young lovers are street gangs, one Chinese and the other African-American.

"O Brother, Where Art Thou?" The 2000 Depression-era road comedy by Joel and Ethan Coen cribs from the Greek classic "The Odyssey" by Homer although the brothers admitted they never read the original text before penning their Oscar-nominated adapted screenplay, claiming such research is "overrated."

"O." This 2001 drama takes "Othello" to high school, with Josh Hartnett as the jealous Iago character in the form of the neglected son of the basketball coach. His teammate, a star player (Mekhi Phifer), becomes the target of his wrath.

- V.K.

CAPTION(S):

5 photos, 2 boxes

Photo:

(1 -- cover -- color) It's a GUY THING

Amanda Bynes tries out life as a guy in `She's the Man'

Tina Burch/Staff Photographer

(2 -- 3 -- color) no caption (Amanda Bynes)

Frazer Harrison/Getty Images

(4 -- color) KUTCHER

(5 -- color) no caption (Steve Martin)

Box:

(1) If a boy played a girl playing a boy (see text)

(2) Old stories with new twists (see text)