[7.9/10] A good friend of mine once described Tony Soprano as a “lovable monster.” And while I don’t think that Tony, or Barbara Covett for that matter, are especially lovable, I get what he means. They are both villains despite being the protagonists of their stories, each doing terrible things in the shadow of their twisted view of the world and what might benefit them. And yet we spend so much time inside their heads, so much of their respective narratives following things from their perspectives, that we can’t help but understand why they make the choices they do.

To understand is to feel for, even to the slightest degree. Movies are, after all, empathy machines, as Roger Ebert put it. We may not approve of Barbara manipulating her coworker, or Tony whacking some troublesome underling. But give us their principles, their blind spots, their hopes and dreams, however myopic or mercenary they may be, for a brief moment, we become them. That’s the magic of storytelling for the screen.

As much as *Notes on a Scandal* barrels through its plot in ninety minutes, and as many soapy twists and dramatic events as it packs in, it is, at base, a portrait of Barbara. It’s an examination of what it is to be that lonely, that ironically incapable of empathy. We see Barabara do absolutely terrible things, and we how much of her predicament is her own making. But we also hear her describe the effect of years of loneliness on her, the way it’s warped her, or at least heightened her preexisting prickles, until she magnifies every glancing slight as a devastating betrayal and every mild sign of affection as the warmest of welcomes.

Part of that is because of the film’s ample use of voiceover. It’s a technique I don’t often care for in film, but given that so much of the movie rests on the distance (the “gap” if you will) between how Barbara perceives the world and the import of her place in it versus how things really are, it makes sense in this context. At the same time, *Notes on a Scandal* is a very literary film, and so the tremendous, vocab- and creative put down-heavy monologues that Judi Dench -unleashes in voiceover throughout the film make these moments insightful and engaging as craft, rather than a mere shortcut to what’s going on in the character’s mind.

It certainly doesn't hurt that Dench is the one delivering those delicious venomous barbs and fanciful wishes. While some of the film’s plot developments are twisty to the point of cheese, you never feel it because of the incredible acting on display. Cate Blanchett captures both the lyrical qualities of a young woman enrapturing everyone she comes across and those of a young mother buckling under the stress of her home life and seeking an escape. Billy Nighy has a minor role, but when he’s called on to be wounded or furious or express cautious forgiveness with merely a glance, we makes a lot out of a little. Even the young actors playing teenagers without much depth bring verisimilitude and believability to their roles.

But Dench is far and away the champion of the piece. It is hard to make a monster relatable, but Dench finds the layers in Barbara. She’s thoroughly convincing as the self-described “battle axe” of an English boarding school. She is utterly terrifying as Machiavellian manipulator who uses the titular scandal and well-meaning personal relationships to bend people to her will. But she is eminently pitiable despite that, when she mourns a lost loved one, is genuinely wounded when the world doesn't stop to comfort her, and predictably but still rattlingly deluded about an imagined life that will never come to pass.

The best trick in *Notes on a Scandal* is how well it balances that sense of making its characters both reprehensible and comprehensible. Sheba sleeps with a fifteen-year-old boy, earning the rightful fury of the boy’s parents, the aghastness of her family, and the censure and scorn of the public. But the film also goes out of its way to show why Sheba makes that choice without excusing it, her difficulties as the wife of an older man, as a parent of an eye-rolling teenager and a special needs child, as a teacher at a school where even the well-meaning veterans instruct her to just find solace in the gems. The consistent motif of the movie is characters making abhorrent choices that the audience can nevertheless understand as the product of their psyches and circumstances.

There’s also hints at cycle, at repetition, at former slights and dreams growing and puncturing exponentially over the course of time. The film focuses on Barbara as a predator, with hints about how her prior “relationship” (however real or imagined) spiraled out of control in a similar fashion due to Barbara's intensity until a restraining order was put in place. It depicts her as practiced at this, having a serial killer-like routine for how to lure in and manipulate her prey. And the final sequence suggests that nothing has changed, nothing has been learned, and the cold instincts will merely be unleashed upon a new victim.

But that sense of repetition extends to Sheba as well, when her affair with a student as a married adult with a family is revealed to be the same method by which she and her husband got together originally. It fits with the other major theme in the film -- people feeling the loss of their youth, and the distance between how they once envisioned their lives would be and the reality of their day-to-day existence.

These affairs and schemes, at every level, are of an older person trying to recapture a bit of their youth, a bit of that time when there was more hope and possibility, through a faux-romantic entanglement with someone much younger who cannot possibly support all the emotional weight being projected upon them. Sheba talks about that particular “gap” between expectation and reality. Barbara confides about her former sense that one day she would be “someone to be reckoned with.” And both try to reclaim a bit of that glory, or soothe their loss of it, with the texture of romantic attachments built on utterly rotten wood.

As soapy and twisty and on the nose as *Notes on a Scandal*, at times feeling like the cinematic equivalent of a tawdry paperback, it’s psychology is remarkably clear. That’s why it’s hard to hate Barbara completely, despite her monstrousness here. The film is, if anything, overfocused on her thought process, on how every event and moment and gesture is filtered through the fractured lens of her mind and translated into actions that are deeply troubling but also thoroughly understood. Barbara is anything but lovable, a contributing factor to her psychopathy here, but she is made understandable, knowable, in a way that most monsters aren’t, which gives her depth and earns her sympathy at the same time it makes her so frightening and earns her our reproach.