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“Notes on a Scandal” Directed by: Richard Eyre Starring: Judi Dench, Cate Blanchett, Andrew Simpson, Bill Nighy MPAA rating: R (for adult language, sexual situations) Running time: 91 minutes Best suited for: Dench and Blanchett fans, psychological thriller fans Least suited for: guys who like watching other guys on film

“Notes on a Scandal” is a tense little character-driven shocker that comes right out of nowhere and, like a snake in the grass, strikes without warning.

Think of this one as the feminine version of “The Talented Mr. Ripley” without the killer testosterone, but with enough creepy estrogen to make you think twice about all those prim, grandmotherly teachers you might have had during grade school. I’ll never again turn my back on a schoolmarm.

Judi Dench plays Barbara Covett, a cranky and inaccessible history teacher who’s closing in on her retirement years. Her fellow teachers seem wary of Barbara’s aloof posturing, but when attractive Sheba Hart (Cate Blanchett) joins the faculty, Barbara appears unusually curious and intrigued by the young woman.

Sheba is new to teaching, inexperienced and easily upset by her students. The older woman comes to Sheba’s aid under the guise of friendship, but Barbara- who narrates the film with an icy, almost eerie candor- reveals her true intent on developing a closer friendship than Sheba could imagine.

Sheba is played with an awkward naiveté by Cate Blanchett, her character both empathetic and endearingly inept. But teaching is not Sheba’s vocation. She admits to Barbara that her family life is far from perfect: her older husband (Bill Nighy) and conflicted children (Max Lewis, Juno Temple) have driven her to seek asylum away from home. Sheba views teaching as little more than her daily escape from an increasingly unstable existence.

Barbara is secretly elated. She senses a loneliness in Sheba that she herself has long harbored. Despite their age difference, Barbara fantasizes that she has found a close, life-long companion.

Yet Barbara’s euphoria is short-lived when she stumbles upon Sheba and one of her students, cocky Steven Connolly (Andrew Simpson), in an uncompromising situation after class. Quite suddenly Barbara’s passion for Sheba turns ugly. Instead of friendship, Barbara resorts to cruelty to secure Sheba’s affection.

Watching the usually stoic Judi Dench seethe and scheme is a treat. Conniving Dench and demure Blanchett work exceptionally well together in this riveting drama. And director Richard Eyre’s decision to allow us into Barbara’s soul before Sheba has a clue to her friend’s objective only increases the tension as Sheba bumbles, like some tiny, clueless insect, into the older woman’s web of deception.

Mr. Ripley, your soul mate is waiting.

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