The pedigree of Notes on a Scandal is impressive -- so impressive, in fact, that it's tempting to imbue this lurid potboiler with more importance than it necessarily deserves. Much of the credit must go to Dame Judi Dench and Cate Blanchett (both of whom earned Oscar nominations for their performances). The pair's oversized talents provide the sizzle for this psychological thriller; they tear into their respective roles with teeth-gnashing glee.

Adapted from the novel by Zoë Heller, the movie details the ripped-from-the-tabloids story of two British schoolteachers who harbor unhealthy obsessions. Barbara Covett (Dench) is a chain-smoking spinster who leads a solitary existence with her cat and the volumes of diaries in which she records contemptuous observations about her colleagues and pupils.

Bitter and acerbic, Barbara is no "people person," but even she finds herself inexorably drawn to the school's most recent arrival, art teacher Sheba Hart (Blanchett). This "wispy novice," as Barbara derisively calls the new teacher, is beautiful, idealistic and lovably disheveled. Barbara is initially wary -- particularly since the rest of the faculty is so charmed by Sheba -- but the older woman's reservations melt once the two actually meet. Sheba is warm and open-hearted, and she invites Barbara to her home for dinner. There Sheba introduces Barbara to her much older husband (Bill Nighy) and two children, one of whom has Down syndrome.

Barbara senses Sheba's despair and loneliness, and she is deeply smitten. Even so, Barbara cannot admit, least of all to herself, that her desires for Sheba are anything but platonic. Although Barbara supplies voiceover narration in Notes of a Scandal in the form of diary entries, she is a pointedly dishonest narrator.

She isn't the only dishonest one. At an after-hours school function, Barbara discovers Sheba's a dirty little secret: She is having sex with one of her students, a cocky 15-year-old boy named Steven Connolly (Andrew Simpson). Barbara is outraged, but not for the usual reasons, reacting to Sheba's gross indiscretion as if it's a personal betrayal. But then Barbara calms herself. This knowledge means power, she realizes, and suddenly the mean-spirited old woman understands she has the upper hand in this increasingly creepy friendship.

Richard Eyre directs with a precise, unflinching eye that matches the coldly devastating script by Patrick Marber (Closer). Notes on a Scandal is the antithesis of a warm fuzzy. It burrows into the human mind, probes the darkest recesses of loneliness and sexual obsession – and guts it.

There is much to admire here, which only makes the film's occasional failings all the more unfortunate. Philip Glass' music score is unnecessarily dizzying, clobbering into submission any trace of subtlety the picture might claim. And the movie has a third act that only falls into place because it assumes Sheba is colossally dense.

In the end, Dench and Blanchett do most of the heavy lifting in making the flick a success of deliciously nasty melodrama. They are simply terrific as characters who are certainly unsympathetic, but consistently interesting.

The anamorphic widescreen picture is stunning quality – crisp, sharply detailed and devoid of artifacts such as edge enhancement and smearing. The picture is in 1.85:1 aspect ratio.

The sound mix, in Dolby Digital 5.1, is clean and clear and boasts good use of immersive sound Spanish and French audio is available in 2.0 Surround, while the only subtitle options are English and Spanish.

Fox crams in a gaggle of extras, but the best are the first two listed. Director Eyre's commentary doesn't offer much in the way of making-of anecdotes, but he provides insight into the psychology behind the story and characters.

Notes on a Scandal: The Story of Two Obsessions (12:18) covers the film's thematic concerns through interviews with Eyre, Heller, Marber and the cast. More provocative than your run-of-the-mill featurette, this min-doc invites a deeper exploration of the movie's central characters. The five-minute, 10-second Notes on a Scandal: Behind the Scenes is typical promotional fare that covers much the same territory; in fact, parts of The Story of Two Obsessions are repeated here.

The rest is middling. In Character With: Cate Blanchett (2:05) is a bit of fluff courtesy the Fox Movie Channel Webisodes are promotional clips that highlight various aspects of the film: "Judi and Cate: Behind the Scandal," "The Screenplay," "Judi Dench" and "Cate Blanchett." The segments include a so-so Conversation with Bill Nighy and Cate Blanchett. Viewers can view each Webisode separately or select the "play all" option. The Webisodes have an aggregate running time of 13 minutes, 50 seconds. Rounding out the supplemental material is a theatrical trailer.

Notes on a Scandal is far from high art – but it's venomous, trashy fun. Cynics and closet misanthropes will find it particularly irresistible.