udi Dench plays Barbara Covett, an acid-tongued, battle-axe of a teacher nearing retirement in a working-class school in London. Along comes a breath of fresh air in the form of Sheba Hart (Cate Blanchett), a wispy young art teacher who swiftly turns every male head in the school yard. Sheba seeks out Barbara’s friendship, seeming to need her patient listening and wise council as much as Barbara craves the other’s revelations.
We soon learn, however, that Sheba’s left out a big one — her torrid affair with a 15-year-old student at the school. When Barbara finds out, she’s furious, and here begins her predatory inroad into Sheba’s life. Dench and Blanchett in their respective roles are as good as it gets and they’re well worth watching. Too bad the script, based on Zoë Heller’s novel “What Was She Thinking?”, pares down complex motives and needs to ugly stereotypes — in the case of Barbara, of older female sexuality. Phillip Glass, who goes berserk with the soundtrack, almost succeeds in blasting away what subtlety remains. Richard Eyre directs.