Notes on a Scandal

"I'm Barbara."

By the end of "Notes on a Scandal," Judi Dench has turned those words into the most threatening announcement in the English language. Playing a spinster schoolteacher who specializes in manipulating younger women, she suggests a shriveled, know-it-all vampire who has hung around for too many centuries.

The movie is one of the guilty pleasures of the season — it's essentially an old-fashioned horror film, designed for audiences who prefer simple menace to buckets of blood — and it allows Dench and Cate Blanchett plenty of scenery to chew. They should give Helen Mirren a bit of competition at the Oscars, even if it's token.

Looking about 20 years older than she does in "Casino Royale" (the camera deliberately turns her wrinkles into dunes), Dench doesn't immediately unveil Barbara's motives. She waits and watches as a new teacher, Sheba (Blanchett), makes her way at their London school, befriended by co-workers Barbara can't tolerate even for a luncheon date.

Eventually Sheba and Barbara become close friends, as the talkative Sheba spills out far too much information about her home life, which includes a much older husband (Bill Nighy) and two children, one of them with Downs syndrome. When Barbara discovers that Sheba is having an affair with Steven (Andrew Simpson), an aggressive 15-year-old student, she feels both left out and excited.

Most of the characters are either victims or vipers, and of course the vipers get the best lines. Barbara uses academic intimidation to keep the headmaster and her fellow teachers in line; then she turns wickedly flirtatious when she's taming Sheba. She also tries to work her way into the graces of Sheba's family, though the husband and kids are minimally impressed.

Steven, who seduces Sheba by claiming to be abused at home, seems almost too worldly for 15. But then he is, as Barbara says, a "tower of testosterone,"and he's willing to use all his wits to satisfy his lust. When he's scored, Barbara, who does teach history, accurately predicts what he'll do next to Sheba.

The plot, adapted by Patrick Marber ("Closer") from a 2003 novel by Zoe Heller, takes a melodramatic turn when the lonely Barbara faces a crisis with her cat. This happens at the same moment that Sheba is dramatically unavailable, and Barbara makes a scene that couldn't be more public — or contrived.

The director, Richard Eyre (who guided Dench through "Iris"), has a tough time steering the rest of the picture in a credible direction. At one point, he seems to have thrown up his hands and let the actors go so over the top that they can never find their way back. Nighy throws a tantrum, while Blanchett splashes on grotesque eye makeup and appears to be channeling Linda Blair's throat contortions in "The Exorcist."

The one actor who maintains control is Dench. Barbara also has her angry moments, but Dench mostly underplays them, allowing the character's monstrous distortions of reality to surface without pushing them. It's a chilling touch in a film that nearly loses it.

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