For reasons she doesn't immediately disclose, Barbara decides to befriend Sheba and take her under her wing. That includes instructions on how to deal with the occasionally unruly students, initially unaware that Sheba is carrying on an illicit affair with one of her own, 15-year-old Steven Connolly (ANDREW SIMPSON). Disturbed by but also jealous of Sheba's indiscretion, Barbara tells her to call it off, and the young teacher agrees.

Yet, when Sheba disobeys the order and continues seeing Steven who won't accept her ending their affair, Barbara lets her own needs and desires get the better of her, resulting in developments that threaten the women's jobs, relationships and more.

He made his prominent splash a few years back with his high-profile play "Closer" and the subsequent screenplay adaptation of his own work for the film of the same name. An ugly but well-crafted and performed look at unsavory human characteristics, the film was easy to admire but hard to like, a trait shared with Marber's latest screenplay for "Notes on a Scandal."

Granted, he's adapting Zoe Heller's novel "What Was She Thinking?: Notes on a Scandal" rather than his own writing, but the same sort of ugly characterizations are present, albeit this time in something that ends up approaching a "Fatal Attraction" type thriller. It's still too early to tell if such writing represents Marber's point of view about people or if he's just good at dredging up the unsavory dark side, but it's not hard to guess this film probably won't play well outside of the art house circuit.

Which is too bad since it does contain some terrific acting, an intriguing premise, and a plot element that's certainly contemporary and rears its ugly head from time to time in the news. That's referring to teachers having sexual affairs with their students, with Cate Blanchett and Andrew Simpson playing the scholastic couple here.

She's Sheba (presumably short for Bathsheba, the Old Testament wife who was seduced by another), the new art teacher at a London academy who's presumably bored by her marriage to Bill Nighy's older husband character and being a step-mom to his rebellious teen daughter and young son who has Down's syndrome. Less a predator than an opportunist, she becomes enamored by Simpson's youthfulness (his is a cross between puppy love and teen stalker) as well as the excitement of being involved in such a secret and sordid affair.

The real predator is an older history teacher with a condescending penchant for ripping apart others, at least in her diary. We hear those written thoughts as they're internalized by Judi Dench who embodies her uppity character with gusto (she could very well could earn her umpteenth award nomination for the role). While constantly looking down her nose at others, she has a raptorial demeanor that makes her all too human and even a bit monstrous in her own right.

And that's in taking a certain liking to the young female teachers in her midst. Thus, while she slowly moves in for the "kill," she learns her latest prey is involved in statutory offenses that obviously wouldn't be looked highly upon by the administrators or her family. Accordingly, she plays it cool, acting like the concerned friend, when she's really manipulating her toward her own web.

But we all know about Hell, fury and women scorned, meaning we're ultimately headed for third act histrionics that threaten to subvert the film's otherwise straightforward, if sordid, drama with "FA" type potential. Thankfully, no bunnies and boiling pots are involved, and Dench mostly keeps a handle on her progressively unhinged, and ultra-needy character.

Yet, director Richard Eyre (who directed the veteran actress a few years back in "Iris") nearly lets things get out of hand as things come to a head at the end, although by the time we arrive at that point, the results aren't terribly surprising.

The compelling part, though, is in watching the subtle and not-so-subtle manipulation that oozes from the various characters. Dench and Blanchett are terrific in their roles, even managing to eke out a little sympathy regarding the characters' lives, needs, and desires.

It's those various elements, however, that allow the sordid underbelly of human existence to bubble to the surface. Some viewers will enjoy watching the pressure build until things are seemingly ready to explode, but many others may find such material and the characters churning up said murky waters as too unsavory, uncomfortable and a bit creepy to watch. "Notes on a Scandal" rates as a 6.5 out of 10.