Yesterday, I saw Notes on a Scandal, the adaptation of Zoe Heller's 2003 acclaimed novel, What Was She Thinking (Notes on a Scandal). The novel and movie tell the story of two private school teachers who become enmeshed in a spider-fly relationship after one catches the other in an illicit relationship with a 15-year-old student. Given the recent student-teacher scandals, I guess a certain titillation factor can't be avoided and the movie doesn't shy away from disturbing sexual scenes between teacher and student. However, the main story is the abusive relationship that develops between the two women, both of whom have unhealthy obsessions, allowing one to become the victim of the other.

Dame Judi Dench as always burned up the screen with her quiet intensity as Barbara Covett, a lonely misanthrope and self-described "battle axe" who has been at the school for decades and is nearing her retirement. She pens her acerbic observations in a series of diaries, her contempt for her co-workers and students noted in voice-overs as she writes away. New art teacher Sheba (short for Bathsheba) Hart, played by the luminous Cate Blanchett, initially is just more fodder for Barbara's contemptuous entries. Sheba is an upper crust bohemian, a woman married to a considerably older writer, with a pouty teenage daughter and a Downs Syndrome son, and we learn she has taken the job as a means to escape the prison her dual roles of wife and mother have become.

At first, Barbara observes the new teacher from a distance, distrustful of the woman and her shabbily artsy fashion and easy beauty. Then one day she comes to Sheba's aid during a classroom altercation, and the seed is planted when a grateful Sheba invites Barbara home to dinner as thanks. Slowly through her entry voice-overs we begin to see how the desperately lonely Barbara interprets the innocuous dinner invitation and later lunch meetings with Sheba as something more than what they are.

Although I haven't read the book, I have seen mentioned in a number of reviews that the movie diverges from the novel, which depicted Barbara's growing crush subtextually. The movie removes the subtext, blatantly showing Barbara mooning over Sheba whenever the younger woman is in the room. Sheba is totally unaware of Barbara's burgeoning feelings. She is too busy with her own obsession. Blanchett does a great job of making Sheba sympathetic even as she begins a slow self-destruct by giving in to her impulses, impulses she doesn't understand. Her marriage isn't exactly loveless, but it doesn't bring her joy or excitement, either. This she unfortunately finds in the persistent attention of Steven Connolly, a handsome, cocky (no pun intended) student who is clearly aiming to seduce her. It is this part of the story that leaves me somewhat ambivalent. The boy is the aggressor, and although Sheba is the adult, she is also the more vulnerable one as he manipulates her sympathy with bogus stories, enough to provide an opening for his further seduction. At some point, you realize both are victim/victimizer, but only one will pay the heavier price.

Barbara could give lessons in manipulation, especially when she happens on Sheba doing the dirty with her young lover. From that point on, she becomes the puppetmaster to the younger woman, ordering Sheba to cease the affair in exchange for her silence. Sheba gratefully agrees, and allows herself to be at Barbara's beck and call, even when it appears that the older woman is becoming more possessive to the point where Sheba's exacerbated husband, Richard, yells out one day, "What spell has she cast on you?" Of course, Sheba can't answer him. Especially since she has not been able to end the affair with her young lover.

In a crucial scene, Sheba chooses a family event over providing solace to Barbara who's beloved cat has been put to sleep. An unforgiving Barbara, who has also discovered that Sheba didn't end the affair, is given an opportunity to betray her friend (the way this betrayal occurs is more than a little convoluted) and events spiral downward as the secret is divulged to the world and both Sheba and Barbara (through her reticence) is criminalized and ostracized. Sheba is kicked out of her home by her angry husband, and seeks refuge with Barbara. Barbara is forced into an early retirement by an outraged school administrator. Despite her ouster, Barbara is buoyant as she imagines a life with Sheba. But karma plays out as one day Sheba happens upon Barbara's diaries and realizes her friend's true feelings and manipulations; the ensuing confrontation is explosive as Sheba has a total meltdown.

Notes is entertaining even as it is disturbing. Particularly, I wasn't comfortable with the predatory lesbian angle nor with the innocence bestowed on Sheba's "victim." When Steven's mother tracks Sheba down, she gives her a beatdown, yelling out, "he’s just an innocent boy." But Steven is in no way innocent, as he is a manipulator in his own right and is more sexually astute than even his mother knows. As one reviewer noted, the situation is complicated since the victim is the aggressor and is male (a double standard, I know, but a valid observation). In the end, Sheba is the criminal because she is the adult. Yet, she isn't a predator, just a woman who made a foolish attempt to feel young and wanted again. In her earlier confession to Barbara, Sheba mused that she hadn't been that ardently pursued for years; the audience comes to realize that the pursuit was the aphrodisiac she couldn't withstand. As for Barbara, she is an elderly woman fearful of dying alone and who, unfortunately, is disengaged from reality, trying to force her fantasies into the real world with dire consequences. One questions whether her infatuation with Sheba was actually sexual and wasn't a more subconscious desire to possess all the qualities that Sheba so fully possessed and that Barbara never had – beauty, love, desirability.

Given the many hot-button issues barely examined in the movie, ultimately, the real story is how the women proved to be their own worst enemies, even as they destroyed one another.

Despite these negatives, I do recommend the movie and would see it again.