By turns thrilling and obnoxious, "Notes on a Scandal" (based on a novel by Zoe Heller) is an addictive but nauseous potion of female obsessions and tempestuous hormonal urges. Like some snacks that are so toxic you can't stop eating them, the film rivets until the very end — occasionally skidding dangerously close for comfort.

Director Richard Eyre ("The Ploughman's Lunch" [1983], "Iris" [2001]), screenwriter Patrick Marber and the two lead actors, Cate Blanchett and Judi Dench, seduce, delight and disgust us, and they guarantee we'll go away feeling a tad queasy. Screamfests, catfights, class envy, sexual innuendoes galore — plus "crazy sex under the railway tracks" — all these will keeping coming at you, just a layer beneath the thin veneer of feminine friendship.

Dench plays Barbara Covett, a London middle-school history teacher on the brink of retirement, who could be listed in the dictionary under "spinster." Pinched, repressed and unattractive, she seems to have spent a lifetime battling loneliness and disappointment; her sole joy coming at night, when she meticulously writes scathing observations of her colleagues, her pupils and the rueful state of modern society in little black notebooks.