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NOTES ON A SCANDAL Judi Dench is so good at what she does that in recent years, she's become something of a bore. Because she's always cast as the no-nonsense matriarch with more brains and gumption than anyone else in the room, her career's been in a depressing holding pattern. Notes On a Scandal doesn't exactly find her breaking away from this mold, but because she's given so many more nuances to explore, she's able to excel via her finest work in quite some time. Cate Blanchett, (not surrendering an inch of the screen to her formidable costar), plays Sheba Hart, a newly arrived instructor at the same British school where the humorless Barbara Covett (Dench) also teaches. Initially irked by the presence of this luminous newcomer, Barbara eventually becomes her confidante, imagining in her mind that their affection for each other might even run deeper than mere friendship. After Sheba foolishly starts an affair with a 15-year-old student (Andrew Simpson), Barbara feels betrayed, but also realizes that she now has a perfect instrument of blackmail at her disposal. Notes On a Scandal is little more than a lurid melodrama -- one that could benefit from some late-inning twists, I might add -- but Dench and Blanchett, slinging around juicy dialogue by scripter Patrick Marber (from Zoe Heller's book), turn this into something more. Think of it as Masterpiece Theatre filtered through Days of Our Lives. ***

THE PAINTED VEIL Naomi Watts and Edward Norton are the leads in The Painted Veil, and the fact that they're also credited as two of the film's producers suggests that this adaptation of the 1925 Somerset Maugham novel might be little more than a vanity project squared. Instead, this tale of strangers in a strange land has been fashioned as a poignant love story, with its buried passions forcefully breaking the surface as the film rounds the bend toward its satisfying conclusion. Watts plays Kitty, a socialite who's rushed into marrying Walter (Norton), a doctor who barely raises her pulse. After the couple move to Shanghai, Kitty has an affair with a fellow foreigner (Liev Schreiber); learning about this deception, Walter drags Kitty along with him to the desolate Chinese countryside, where he's assigned to keep a cholera outbreak in check. Watts and Norton are so credible portraying spouses who grow to loathe the sight of each other that it's genuinely exciting to watch as they eventually discover the small spark that allows them to build a real marriage out of the heretofore dying embers. There's some Chinese political intrigue that rears its head every now and then, but the focus is clearly the love story. On that front, The Painted Veil will keep romantics content at least until Valentine's Day. ***

PAN'S LABYRINTH Let's make this clear from the start: Pan's Labyrinth is not one for the kiddies. Even with that inviting title, even with fairy tale trappings full of faunas and faux-Tinkerbells, even with memories of the family-friendly Jim Henson-David Bowie concoction Labyrinth, Mexican writer-director Guillermo del Toro's R-rated adventure is packed with disturbing images, political subtext and gory interludes. In short, when was the last time a fantasy flick brought to mind Schindler's List? It's as if del Toro had uncovered the darker aspects of Lewis Carroll's Alice In Wonderland adventures and found a home for them in his own fractured fairy tale. Set in 1944 Spain, the story centers on young Ofelia (Ivana Baquero), who along with her pregnant mother (Aridna Gil) has journeyed to a remote outpost to join her mom's new husband, a brutal Fascist officer (Sergi Lopez) in Franco's army who's assigned to wipe out the resistance fighters in his midst. Steering clear of her stepdad, Ofelia stumbles upon a magical world lorded over by a faun (Doug Jones). But this fantasy realm isn't a peaceful retreat from the horrors of the everyday world; rather, it's a manifestation of the fears and pains that define one's daily existence. Full of wondrous and disturbing images (The Pale Man is one of the great monsters in recent cinema), this is a rich viewing experience that demands additional viewings. ***1/2