LOOKING AS FINE as I've ever seen her, Cate Blanchett nearly steals the show in Notes on a Scandal—a psycho-drama about naïve pottery teacher Sheba Hart (Blanchett) who enters into a teacher-student affair at a working-class London high school. Said affair sure pisses off her newfound friend and coworker, old battleaxe history teacher Barbara Covett (Judi Dench)—not so much because of the whole impropriety thing, but because old wrinkly has a ginormous crush on the ethereal Sheba.

With a haunting score from Philip Glass, Notes on a Scandal follows the twisted mind of lonely spinster Barbara as she uses Sheba's secret against her—mostly to enforce their friendship through blackmail and to convince Sheba to leave her long-in-the-tooth husband (Bill Nighy) and two children. The ends to which Barbara will go to ensnare Sheba are boundless; her creepy manipulation and pervasive loneliness make her a chilling figure indeed.

Sheba, on the other hand, is knee deep in middle-class preoccupation with her loss of youth, and screwing her (hot, hot, hot) underage student anywhere she can, which eventually culminates in an uncomfortable personal breakdown where she dresses up in her teenage punk garb and wiggles around in front of the mirror. Unsurprising to all, no good comes from either of Sheba's newfound relationships.

With such strong performances from Blanchett and Dench, it's no surprise that the inevitable knockdown at the end of the film comes off as one of the greatest claw-baring scenes I've seen—it's like two scraggly cats in a wicked, fur-flying twister. Notes on a Scandal is a great chance to sit back and watch two superb actresses at the top of their game—impeccably cast, brilliantly acted, and full of steam, the film will undoubtedly grace a few Academy Award nomination lists. Rightfully so.