FIFTEEN-year-old Oscar Grubman (Aaron Stanford) is at odds with the world around him.

Unlike his high school classmates, he is sensitive and compassionate and would prefer to immerse himself in Voltaire and the classics rather than party or go out drinking.

As one of his pretty female classmates puts it: "Oscar is a 40-year-old trapped in a 15-year-old's body."

More importantly, Oscar has a problem: he is infatuated with his new stepmother Eve (Sigourney Weaver), a sexy forty-something who, Oscar believes, is wasted on his father Stanley (John Ritter).

Problems develop when Eve's best friend, Diane (Bebe Neuwirth), takes advantage of the lad's interest in older women.

Hormones raging, Oscar decides to declare his true feelings to his stepmother and damn the consequences.

Tadpole is a delightful, bittersweet coming of age tale about a boy who thinks himself above the childish pursuits of his classmates, but who eventually concedes that he is just as clueless as every other 15-year-old.

Director Gary Winick punctuates each chapter of the film with a quotation from Voltaire, which quickly becomes distracting and negatively affects the pacing of the film.

His decision to shoot on digital video allows the camera to get up close and very personal with the characters.

Stanford's compelling lead performance anchors the film, winning our affections and our sympathy as his character wrestles with his inner feelings.

The scene in which he finally declares himself to Eve, over the washing up, is almost too painful to watch.

Weaver is elegance and grace personified, and it's easy to see why Oscar would cultivate a secret yearning for her.

This one unexpected night of passion leads to the film's most memorable scene, a dinner party involving the four main protagonists during which Oscar tries to stop Diane drinking wine with her meal, in case she blurts out details of their illicit liaison. His mounting discomfort, exacerbated by Diane's subtle remarks, is simply hysterical.

Rating: 7/10