Dir: Richard Eyre. UK-US.2006. 91mins.

Judi Dench's superbperformance galvanises Notes On A Scandal, Richard Eyre's impressive and acutelyobserved adaptation of the Booker-nominated novel. Probing away relentlessly atsuch uncomfortable issues as paedophilia, class envy, sexual jealousy andblackmail, it is a film that has the same queasy, claustrophobic feel as such 1960sBritish films as The Servant or The Killing Of Sister George.

The film is bound to receivecritical applause (and potentially awards recognition as well) for Dench and Cate Blanchett, but Notessuffers from a certain generic confusion that may make it tough to market.Early on, as we hear Dench's voice-over, it appearsthat this is shaping up as yet another of those well-crafted but stolidliterary adaptations that British cinema specialises in. Later on, the hysteriacatches hold and the film lurches into the realm of Gothic melodrama.

The challenge for Fox (whichreleases the film in the US on Christmas Day and in the UK in early 2007) is totry to appeal to two very different groups: the older, upscale audiences, whorelish seeing Dench in films like Iris and Ladies In Lavender; and younger cinemagoers who'll be attracted by thehorror elements, tight plotting and whiff of scandal. If both constituenciescan be kept happy, box-office should be reasonably brisk.

The beautiful Sheba Hart (Blanchett) has just joined St George's School in northLondon as the new art teacher. Her arrival is noted by her colleague Barbara Covett (Dench), who confides toher diary that she can't work out whether the novice "is a sphinx or simplystupid." She is clearly attracted to Sheba, who is a hopeless teacher, andhelps her quell a near riot in her classroom.

The key moment comes whenBarbara spies on Sheba having sex with a 15-year-old boy, the freckle-faced StevenConnelly (Andrew Simpson) - and it's her knowledge of this scandalous affairthat gives her the leverage to force her way into Sheba's life. By deciding notto reveal Sheba's indiscretion to the headmaster (a stickler for propriety),she not only seems to save the younger woman's career but her marriage too. ButBarbara's silence comes at a price.

Eyre allows the audience tosee most of the events from Barbara's viewpoint. She may be an embittered andlonely lesbian but she has an eye for absurdity and a very sharp turn ofphrase. Like the kids in the school, with their feral instinct for honing in onany weakness in a teacher, she can immediately spot the unhappiness and tensionin others' lives. With her cunning and her craving for acceptance, shesometimes seems like an older spinster version of Patricia Highsmith'sTom Ripley. "They do things differently in bourgeois bohemia," she tells herdiary with disdain after lunching with Sheba and her family, Sheba's Down's Syndrome son, her petulant daughter and much olderhusband (Bill Nighy).

In contrast Sheba is a moreambivalent figure. On the one hand, she is vacillating and self-pitying ("a feyperson" as Barbara calls her.) Initially, it is hard to have too much sympathywith her when she starts her affair with the 15-year-old boy, but later she becomesa sort of Madame Bovary of the London suburbs, a woman clinging to her youthwho has somehow convinced herself she should be allowed to misbehave afterspending so many years looking after her disabled son. She is as open andingenuous as Barbara is closed and manipulative. "He's 16 in May... it's not asif she is some innocent," she protests in an attempt to justify her ownbehaviour.

The two lead actresses workwell together. Dench admirably makes us care for acharacter who is lonely, vulnerable and sexuallyunfulfilled as well as full of malice. At the same time the spite is stillthere: think of Bette Davis at her most curdled and cruel in Whatever Happened ToBaby Jane or The Nanny and you'llcome close to the essence of what Dench captureshere.

Cate Blanchett, a very strongactress, doesn't at first glance seem natural casting to play such aweak-willed figure as Sheba, but she gives a subtle and ultimately movingperformance.

Patrick Marber'sscreenplay ensures that the focus on characterisation is combined withsatirical bite and real narrative drive. Eyre largely avoids prurience andensures the film retains humour and pathos, even at its darkest moments. Thecleverly observed coda helps it end on a note that is both chilling andsurprisingly upbeat - and even offers the remote possibility that Barbara couldreturn.

Technical credits arenoteworthy, with the recruitment of Philip Glass as composer an especiallyastute decision. His heady, atmospheric score, at times reminiscent of BernardHerrmann's music for Hitchcock, adds a sense of dramatic scale and tension thata film set against the backdrop of a north London school might not otherwise enjoy.

Veteran cinematographerChris Menges throws in some eye-catching close-ups ofBlanchett at her most luminous while helping give thepiece a visual dynamism.

Production companies/backers
Scott Rudin/Robert Fox Productions
DNA Films
UK Film Council
BBC Films
Fox Searchlight Pictures

20th Century Fox

US distribution
Fox Searchlight

Executive producer
Redmond Morris

Scott Rudin
Robert Fox

Patrick Marber from the book What Was She Thinking': Notes on a Scandal by ZoeHeller

Chris Menges

John Bloom
Production design
Tim Hatley

Philip Glass

Main cast
Judi Dench
Cate Blanchett
Andrew Simpson
Bill Nighy
Phil Davis