"Tadpole" may be one of the most appealing movies ever made about an otherwise appalling, and downright creepy, subject — a teenage boy in love with his stepmother.

And, for all the controversy the film has generated — the plot has been misconstrued as incest by those who haven't seen the movie — it is handled with a surprising amount of taste and restraint.

Still, the material, as well as the film's rather dark and quirky sense of humor, may turn off much of the potential audience, which is a pity since there's much that is worthwhile here, including the performance by newcomer Aaron Stanford as the title character.

Stanford stars as Oscar Grubman, a 16-year-old prep-school student who acts much older than his age (for one thing, he reads — and actually comprehends — Voltaire). So perhaps that explains his obsession with a much-older woman, heart-researcher Eve (Sigourney Weaver).

While on holiday break, Oscar resolves to tell Eve about his feelings for her. However, after a drunken binge, he winds up sleeping with her best friend, Diane (Bebe Neuwirth). So while he tries to find the right moment to spring the news to his stepmother, there's the added complication of trying to cover up his indiscretion — and trying to weasel his way out of the relationship.

This material is obviously distasteful, but the wry script (by Heather McGowan and Niels Mueller) doesn't glamorize the subject, and at times it is surprisingly insightful. And despite all the post-release bickering between director Gary Winick and his cinematographer, Hubert Taczanowski — the film shot was digitally to save money — it doesn't look at all chintzy.

But the performances are the film's greatest strength, especially Stanford's crafty lead performance and a solid turn by Weaver. In support, Neuwirth puts in a bid to steal the film, though those honors may actually go to Peter Appel, in an all-too-brief bit as a sarcastic doorman.

"Tadpole" is rated PG-13 for occasional use of strong profanity and some crude sexual talk and humor, as well as brief sexual contact. Running time: 78 minutes.

E-MAIL: jeff@desnews.com