All of us at one time or another have been lonely. We know what it is like to stare at the rest of the world which seems to be paired off in happy twosomes. We try as best we can to come up with routines to take the sting away from the long hours of being alone. One strategy is to escape into fantasies where we are spending quality time with a friend or loved one. But even when we can empathize with lonely people, we may miss the dark side of this condition that can send people into a frenzy of desperation or rage. That is the focus in this riveting and disturbing psychological drama based on Zoe Heller's 2003 novel; it has been adapted to the screen by playwright Patrick Marber (Closer) and directed by Richard Eyre (Iris).

Barbara (Dame Judi Dench) is a veteran and cynical schoolteacher who is near the end of her career. She is barely tolerated by her less brilliant and acerbic colleagues who know nothing about her private life which consists mainly of taking care of Portia, her aging cat, and spending countless hours alone. The only means she has found to take the edge off her desperate loneliness is writing in her journal.

When Sheba Hart (Cate Blanchett), a middle-aged beauty, joins the faculty as an art teacher, Barbara watches her from afar and has nothing but caustic things to say in her diary about her clothing and her jaunty manner. Despite her disdain for this woman, the old spinster finds herself reaching out to her. Sheba responds by inviting her to dinner at her house. Barbara is so excited to be included that she overdresses. She meets Sheba's lecturer husband (Bill Nighy), who is twenty years her senior, and their two children, a sexy and rebellious 16-year-old daughter and a younger boy with Downs Syndrome. Instead of opening herself to these people, Barbara immediately sees them as competition to be beaten in the battle for Sheba's attention.

When Barbara discovers her new friend in a classroom having sex with Steven (Andrew Simpson), a 15-year-old from the school who has artistic talent; she realizes that knowledge of this secret gives her power over Sheba which she can use for her own purposes. She revels in the chance to heroically stand by this fallen woman. Barbara promises to not tell anyone but insists that the affair must end immediately. Sheba says she will but finds herself drawn back to the boy again and again.

The tenuous relationship between the two women reaches a crisis point when Barbara's cat is dying and she asks Sheba to go with her to the vet. She chooses to go with her family to see their son in a play instead. In revenge, Barbara sets in motion the scandal that will rock both their lives in ways they never imagined.

Writer Marber and director Eyre go out of their way not to pass judgment on these two flawed women. Cate Blanchett's Sheba is a person with low self-esteem and an unsatisfying marriage. The adoration of her young lover and the thrill of illicit sex with him lift her spirits. Sheba seems uneasy with Barbara's friendship and is appalled when she discovers the older woman might have a sexual interest in her.

Dame Judi Dench struts her stuff, especially in the waspish narrative lines from Barbara's diary. She highlights seminal events in her life by giving herself a gold star. Her written description of loneliness as "the drip drip of long-haul, no end-in-sight solitude" catches the desperation that drives her to do such savage things.

This drama also conveys the difficulties in female friendships when they sink into too much intensity or dishonesty. The most irritating misstep in the movie is the loud and intrusive music by Philip Glass which hammers home the emotional points in many climatic scenes.

Special DVD features include a commentary by director Richard Eyre; Notes on A Scandal: The Story of Two Obsessions; Notes on A Scandal: Behind The Scenes; In Character with Cate Blanchett; Webisodes: "Judi and Cate: Behind The Scandal"; the screenplay; and a conversation with Cate Blanchett and Bill Nighy.