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.

Notes on a Scandal
Director Richard Eyre
Run Time 92 minutes
Language English
Opens Opens June 2, 2007

At the start of the fall term, a new art teacher, attractively disheveled and riding a cute bicycle, floats into the drab corridors of the school like an exotic butterfly. Sheba (Blanchett) is 37, a mother of a teenage girl and a boy with Down’s sydrome. Married to an adoring Oxford don (the ever-reliable Bill Nighy) who’s many years her senior, Sheba is so beautifully bourgeois-Bohemian that she could have stepped out of the pages of Marie Claire Maison magazine. She’s also sweet and friendly and sporting a ditsy naivete that attests to a blessed, protected existence.

Barbara is irresistibly drawn to the newcomer and begins to treasure Sheba’s every appreciative phrase, smile and gesture (triumphantly jotted in her notebooks). An invitation to Sunday lunch at Sheba’s house is so monumental for the older woman that she prepares for it with a trip to the hairdresser and shopping for a suit with pearls (the effect is sadly regrettable). Her hostess, meanwhile, greets her in a slinky pullover and sloppy jeans. After lunch, Sheba and her family dance to trance music (“it’s a little ritual of ours!”) while Barbara looks on with a forced smile on her lips.

Later, Sheba takes Barbara aside to launch into a monologue of how marriage and home didn’t quite suffice to fill the gaps, oh sigh. For Sheba, this was just a casual unburdening. For Barbara, it was a plea for help and a semiadmission of love or, at the very least, of exclusive friendship.

Then Barbara inadvertently discovers Sheba’s secret; an affair with a wily, freckled 15-year-old named Steven (Andrew Simpson). She promises Sheba not to tell anyone and Sheba, in turn, discloses the process by which the affair had reached actual consummation. (“I hadn’t been pursued like this in years!”)

The Eyre and Marber team never miss a beat as they go about dissecting, and then ruthlessly exposing, Sheba and Barbara for what they are, to which the actresses respond with guts and relish. Barbara’s solitude is painful to witness — the ruminations in her bath, the way she sits bolt upright against the pillows before she can allow herself to sleep, the discrepancy between her actual life and what she writes in her notebooks. She doesn’t try to gauge Sheba’s feelings; as an emotional blackmailer she feels empowered to request far more from Sheba than she’s willing to give.

There’s one awful scene where Sheba and her family are on their way to her son’s school play; Barbara, whose pet cat had just died, waylays them and orders Sheba to ditch her kids and come with her (“you owe it to me to stay with me!”). Terrified, Sheba tries to placate Barbara while her family screams insults at the old woman from the car.

Though less gruesome than Barbara, Sheba is a different kind of monster: she first parades her loving family and security before Barbara, who’s never had either; and later when she admits to her affair, the whole contrite confession is laced with warm pride in her own allure. There’s also a defiant sense of entitlement: “Why should I have to deny myself a bit of pleasure?”

“Notes on a Scandal” scrutinizes the two women’s emotions and relationships and then turns up the volume on their words. With a few sentences (unintended or not), they inflict as much damage on each other as if they had fought with steak knives. Sheba’s loopy conversations trigger a hormonal hurricane inside Barbara, causing her to scheme and demand and much more. Barbara’s words come out of her like trained sentries, calculated and deftly manipulative, but in actuality they only serve to expose her deep streak of self-deception.

In the end, you’ll wind up not liking either woman, not because of what they do, but because after all the rage, pain and punishment, they come out of it so competently — the tough, surviving bitches.

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