LOVERBOY — ** — Kyra Sedgwick, Dominic Scott Kay, Matt Dillon; rated R (sex, vulgarity, brief nudity, profanity).

With "Loverboy," actor-turned-filmmaker Kevin Bacon has come up with the right kind of vehicle to spotlight the talents of his wife, actress Kyra Sedgwick. She's never looked better, nor has she had such a meaty role to work with — outside of her cable-television series "The Closer."

However, this comedy-drama is not nearly as successful a showcase for Bacon's directorial ambitions. The film is remarkably unsubtle and by-the-numbers, and thanks to some curious plotting, it's also a bit shrill and unpleasant.

Sedgwick stars as Emily Stoll, a wealthy woman who will do just about anything to have a baby. In fact, to ensure that she gets pregnant, she tries to have as many one night stands as possible.

But it's a passionate fling with a conventioneer (Campbell Scott) that finally achieves her goal. Rather than involve him with the pregnancy, however, she simply moves and tries to raise their child by herself.

She only gets more possessive and clingy as the boy grows up, and by the time he's ready for school, their relationship takes a turn for the worse.

This material is based on Victoria Redel's novel, but its loopy, wacky pretensions suggest the work of John Irving — though it has none of the heart of Irving's better novels.

And the cameos and supporting turns by Bacon's actor friends are distracting, including Matt Dillon, Oliver Platt and Marisa Tomei, as well as an uncredited Sandra Bullock.

Bacon also tries to turn this into a family affair, since he takes a small supporting role himself and gives work to his children.

But the film's worst feature may be the obnoxious, overbearing musical score that features various period pop-music hits and original music from Bacon's brother, Michael (the two men have also collaborated with the Bacon Brothers band).

"Loverboy" is rated R for simulated sex and other sexual contact, crude sexual talk and language, including profanity and slang terms, and some brief female nudity. Running time: 86 minutes.