A new teacher at a boisterous high school, Sheba Hart (Cate Blanchett) is having trouble fitting in with the more seasoned educators. She aligns herself with Barbara (Judi Dench), an older, self-described "battle axe" teaching vet who is enchanted by Sheba, while loathing everyone else. When Sheba embarks on a torrid affair with one of her 15 year-old students (an unconvincing Andrew Simpson), Barbara is the only witness to the seduction, and Sheba's lone confidant. Seizing an opportunity to exploit Sheba's vulnerability, Barbara begins to weave herself into the teacher's life, delighting in the panic when the affair is exposed and her role as friend turns into control.

"Notes" has an air of refinement about it, boasting an incredible cast (Bill Nighy plays Sheba's cuckold), and challenging the class struggles of the English working-class in the middle of all the madness. However, don't be fooled by the gift wrap; "Notes" is a soap opera, and quite the flamboyant one at that. It's the kind of picture drag queens could very well embrace in the near future, putting on glittery shows and arguing over who gets to wear the Talbot's ensembles Barbara layers herself in. Screenwriter Patrick Marber (he of the equally as heated "Closer") has been handed the task of adaptation, and he's reshaped this bit of luridness into a semi-catfight extravaganza with elevated production values and acting to die for.

That pungent smell of exploitation is exactly why "Notes" is so much fun. Watching these characters prey on each other's emotions and fears, vaulting back and forth between compassion and disgust, lends the film psychological thriller undertones that goes a long way to combating the picture abruptness (it runs 85 minutes) and fondness for hysterical blindness.

Director Richard Eyre ("Iris") keeps the film moving swiftly, exploring the snowball effect of bad choices by carefully cultivating the anxiety of Sheba's situation, and marveling at Barbara's cold fascination. Adding to the bitterness, Eyre plays the teenager's manipulation like a jackal lusting over his fresh kill. In this film, there's is little time for childhood innocence corrupted, only teen venom in the form of a pubescent boy who wants his jollies, working the buttons of Sheba's insecurities and familial discord like a brand new toy.

Truly, "Scandal" boils over into a masterclass of screen acting. Blanchett reads Sheba as an open wound, quickly starting to rot when the media swarms and Barbara's boa-constrictor friendship becomes too much to bear.

Dench, on the other end of the spectrum, is merciless. The Dame can play any role, which has been established repeatedly, but she manages to surprise us again in "Notes." Portraying the most encrusted cat-lady of them all, Dench sinks her fangs into the spinster role, brandishing Marber's dialogue like a lethal weapon; she's Selma Bouvier with a sniper's rifle for a tongue. Barbara sits in judgment, concealing her sexual preference and fears while reporting on the misfortune of others in her extensive collection of diaries. Dench breathes fire in the role, yet opens the cracks to Barbara's vulnerability when the heat ends up scorching her too.

"Scandal" doesn't exactly know how to end itself, so it flames out, concluding with a heavy dollop of screaming and a shoving match. The finale doesn't match the potential of the story, but at the very least, the film ends with some richly cathartic personality.