It's difficult to pull off May-December romances in movies, mainly because they're so creepy. As often as not, the movie doesn't even acknowledge the age difference, casting men in their fifties opposite girls in their twenties, with nothing in mind but the potential box office returns. If the movie does acknowledge the gap, it's usually to make some kind of wry statement, most famously in Nabokov's Lolita, adapted for the screen twice, by Stanley Kubrick in 1962 and Adrian Lyne in 1997.

The new movie Venus miraculously manages a deft balance of all this, and on top of it, the age difference is a staggering fifty years, between19 year-old Jessie (Jodie Whittaker) and 70-something Maurice (Peter O'Toole). Of course, this is no traditional romance, but more of an odd, tender friendship, not unlike that of Lost in Translation (2003).

A working London actor busy with plays and television, Maurice loves to spend time with his old colleague Ian (Leslie Phillips). Their dryly hilarious bickering sets the tone for the rest of the film. Ian anticipates a visit from his grand-niece, and expects that she will begin caring for his worldly needs, such as cooking and cleaning. Of course, the girl that actually arrives is more of a modern teenager, Jessie (Jodie Whittaker), with modern teenage ennui, cynicism and selfishness. While these qualities drive Ian into a fit of pique, they actually intrigue the more playful Maurice. He slowly engages her in conversation, and his way of bluntly telling the truth (there's no point in lying at his age) does not repulse her. Later, he impulsively offers to buy her a drink, and she discovers that, as an actor, he's "a little bit" famous.

The relationship continues, and it works because both parties routinely say what's on their mind, no matter how potentially hurtful or awkward. Maurice eventually confesses his attraction to her and she tolerates it, but is repulsed by the idea of him touching her. And he tolerates her tolerance. She still likes hanging out with him, but he loses major points when he offers to buy her something nice to wear, gets to the checkout counter and finds he doesn't have any money.

Their friendship/relationship grows in an organic way based on this truth-telling and on the fact that sex isn't necessarily the goal. Part of the success is based on Maurice's interaction with other people, notably Ian, but also his ex-wife (Vanessa Redgrave), whom he visits for an occasional home-cooked meal. He showers her with compliments and gives her money, and we wonder where their marriage might have gone wrong. It's likely that Maurice has not always been comfortable with the truth, even if he has always been comfortable with women.

Director Roger Michell has a touch for slow-building relationships, as proven by Notting Hill (1999), still Julia Roberts' best romantic comedy and possibly her best performance, and also Persuasion (1995), arguably the strongest and most straightforward of the many Jane Austen adaptations of the 1990s. His previous film, The Mother (2004), also dealt with a May-December romance, but twisted the other way around. It followed a widowed grandmother (Anne Rapp) who attracts the attention of a much younger man (Daniel Craig), a married carpenter working on her son's house.

The talented Hanif Kureishi wrote both The Mother and Venus; he's an intelligent writer with a taste for love affairs across huge divides, mainly cultural and social, but also those of age. He keeps small doses of all three of these things going throughout Venus, a sense of a life bordering on poverty, and a glimpse of a London populated by more than rich white people. By doing this, he avoids the homogenized romantic comedy feel of Nancy Myers' recent The Holiday and so many other films.

The British pop singer Corinne Bailey Rae, who in recent weeks has saturated American airwaves with her hit "Put Your Records On," provides several tunes for the film's soundtrack. She has a sort of laid-back, lazy afternoon quality to her voice, which can croon over one verse and then soar joyously over the next, but she also feels genuine. She sounds as if she grew up practicing in her chilly English bedroom rather than having emerged, fully formed and dazzling, from some record company's boardroom (she apparently worked as a hat check girl in a jazz club). She's a perfect addition to the movie's mood and part of the reason for its lightness.

But despite all this talent, and not to bad mouth Phillips, Whittaker or Redgrave -- who are all extraordinary -- the movie belongs to O'Toole. This great, dazzling actor has been shuttled to the sidelines for too long, having appeared in un-releasable junk or unnoticed in small roles. This is his best performance since My Favorite Year (1982), and he's unquestionably in top form. He has the power to take this lecherous, sorry old fool and make us feel his weight, but also make him the most charming, most exciting fellow in town. Who wouldn't want to hang out with him, regardless of age? Oscars take note: this is the Best Actor performance you're looking for.