Gold stars to all for this taut psychological thriller based on Zoe Heller's novel that that gets more insidiously twisted as it unfolds. Oscar-nominated for her chilling performance, Dame Judi Dench gives a master class as schoolteacher Barbara Covett, a frumpy, friendless, and flinty spinster who lives with her cat. A formidable presence, Barbara is standoffish with colleagues and not one for students to trifle with (not that they'd dare). Cate Blanchett, also an Oscar nominee and winner of several critics society awards for her impassioned performance, costars as Sheba Hart, the new, overwhelmed art teacher who first becomes enthrall to Barbara after she steps in to help Sheba discipline unruly students. Barbara cultivates a friendship, and insinuates herself into Sheba's chaotic life, which includes her older husband (Bill Nighy), teenage daughter, and a son with Down's syndrome. Then, Barbara catches the reckless Sheba in a compromising position with a 15-year-old student (Andrew Simpson). Seizing her opportunity, the calculating Barbara does not turn her in. Rather, she wants to "help" her. "She's the one I've been waiting for," she writes in the journals she meticulously keeps, and which provide, in voiceover, her corrosive commentary. This all sounds very Fatal Attraction, but no boiling rabbits, please; we're British. Philip Glass's Oscar-nominated score accentuates the growing menace. Though there is little in these characters to admire, (one would think GLAAD would have something to say about the predatory turn Barbara's character takes), Notes on a Scandal is a compelling tour-de-force for its Grade-A cast.