As the evil and undefeated Count Adhemar, Rufus Sewell plays his usual hissable villain who will stoop to anything to win. That he and William are destined to end up fighting for the world championship -- bet you didn't know they had them back then -- is obvious from the start. Just as easy to guess is the story's big "twist."

Shannyn Sossamon, as Jocelyn, plays the woman that both William and the Count want. Jocelyn is a fickle female who likes to devise strange tests of a man's love. Sossamon provides a nice smile but little else.

William's ace in the hole is one Geoffrey Chaucer (Paul Bettany) -- "Chaucer's the name; writing's the game" -- who serves as William's personal rabble rousing announcer and poet-in-residence. A wonderfully comic Bettany, acting like a boisterous frat house president at an Ivy League school, steals every scene he's in. Although my female friends will probably disagree with me, Bettany's performance provides a much more convincing reason to see the movie than Ledger's looks.

The movie is at its the best when it's the most over the top, which, regretfully, isn't nearly often enough. The first match, for example, has the medieval crowd singing and clapping, "We Will, We Will, Rock You!" It's an exhilarating moment that literally rocks the house. While the knights are trying to knock each other off their mounts, the vendors work the assembled peasants and nobility, selling hot wine and other popular beverages.

The dialog is mainly modern, but writer Brian Helgeland, who also directs, throws in a few more authentic sounding lines as when William declares, "Love has given me wings so I must fly."

Between lively musical numbers from "The Boys Are Back In Town" and "Takin' Care Of Business," the movie features one jousting match after another until you begin to think that they completely forgot to edit the movie at all. It just goes on and on, turning what should be an energetic tale into an endurance contest. There's even a needless side story about William's blind father. It all adds up to 40 minutes of bloat in a film that should have been released in a fighting trim.

A KNIGHT'S TALE runs a long 2:12. It is rated PG-13 for action violence, some nudity and brief sex-related dialogue and would be acceptable for kids about 7 and up.