By Christopher Cappiello

Dame Judi Dench, Cate Blanchett and screenwriter Patrick Marber discuss an older teacher's almost-fatal attraction for her younger colleague in Notes on a Scandal.

In a film season that has seen monarchs, African dictators and murderous Boston gangsters, there might be no more ferocious screen presence than Dame Judi Dench's Barbara Covett, the quiet spinster history teacher whose creepy journal entries narrate the deliciously literate thriller, Notes on a Scandal. “She is basically a desperate, lonely, needy woman who has a cat that she lavishes a lot of care on,” says Dench. “She becomes obsessed by this other young teacher at school and the story develops from there.”

Obsessed indeed. Adapted from Zoe Heller's acclaimed 2003 novel, the film charts the treacherous course of a seemingly innocent friendship between Barbara and Sheba Hart (Cate Blanchett), the young, inexperienced art teacher who joins the staff of the tough London public school where Barbara has taught for many years. After befriending Sheba, and spending evenings with her cozy, chaotic, bohemian family—including her older husband, Richard (Love Actually's Bill Nighy) and two children—Barbara discovers that her new colleague is carrying on an affair with a 15-year-old student, Steven Connally (Andrew Simpson). At first she uses the knowledge to insinuate herself deeper into Sheba's confidence, but when the jealous Barbara threatens to expose the secret, a closet of skeletons is opened and, as Dench explains, “it all turns pretty nasty.”

Marber, whose 2004 film adaptation of his own hit play Closer showed that he knows a thing or two about the complexity and potential viciousness of human attraction, was immediately drawn to the unusual story. “[Producer Scott Rudin] sent me this book in fall of 2003, and I read it over the weekend and called him on the Monday and said, 'Yes, I'm in! I'd love to do this.' I didn't know how to do it, was scared of it because it's a very tricky book to adapt, but I felt that Barbara and Sheba were fantastic movie characters, potentially, and I felt we could attract great actors to these roles, which we did. We couldn't have done better, really.”

“It's not a film about sex with an underage boy,” Blanchett explains. “It's actually about a relationship between the two [women].” With Marber's taut script, director Richard Eyre (Iris) and the Oscar-winning women worked carefully to develop that complex and increasingly disturbing relationship. “What Barbara seeks, or says she seeks, is a sort of soulful companion,” Marber says. In one particularly unsettling scene, Barbara tries to stroke Sheba's arms, recalling that she and her friends did this to calm each other at school. Marber explains, “I think that is the moment in the film where you go, 'Ohhh,'” recognizing Barbara's true needs and desires. “I just find that absolutely excruciating,” Blanchett says, “because you realize how deeply, deeply hidden from herself Barbara is in that moment.”

While Heller's book was a finalist for Britain's prestigious Man Booker Prize in 2003, most of the film's fantastic language is Marber's. “When I was reading the novel, I was marking up whole passages that I wanted to put straight into the screenplay,” he says. Conflating scenes and broadening the film's narrative from the book's reliance on Barbara's diaries made that difficult, however, “and it turns out there's maybe five or six lines from the novel that are in the screenplay.” One line that made the transition from book to film is Barbara's admission that “the accidental brush of a conductor's hand sends a jolt of longing to your groin.” “When I read that line in the novel, I thought, 'Yes, I want to adapt this book,'” Marber reveals. “What a beautiful, terrible description of loneliness and repressed sex. And so surprising that a mature, older woman would have that thought. It's something I could never have thought of her thinking [on my own].”

The collective theater background of the actors, writer and director (Richard Eyre ran Britain's Royal National Theatre from 1987-97) was beneficial to the filmmaking process. “It meant that we all went about our work in the same spirit,” Marber explains. “And for the writer, that was fantastic because everyone tried to make the script work. No one ever said, 'I don't think my character would say that,'” he says, laughing.

Dench is fearless in portraying the frightfully dowdy, repressed Barbara, including an unflattering bath scene that underscores her character's loneliness. “She gave me everything I hoped for and more,” Marber says with admiration. “One of the reasons we wanted Judi is Barbara is a mean-spirited woman, and we wanted an actress with a huge soul to play her because we wanted the audience to understand that she's mean in spirit and yet she has yearning in her soul.”

And how will gay audiences see that yearning? “I hope gay people will come see this film and love it,” Marber says. “I'd like it to be a gay classic. It has many of the qualities that appeal to a gay audience. It's kind of bitchy, it's sad, and it has two fantastic women in it, being strong. All I can say is my gay friends who have seen it…they love it. And they go, 'Oh, I never thought you could write such a thing for us!'” And while Barbara's obsession with her younger colleague becomes quite dangerous, Marber reminds us it is Sheba's betrayal with an underage boy that sets the film on its careening collision course, adding with a smile, “It's the straights who break the law.”