Rated R- 91 minutes

"Notes on a Scandal" is a tense little character-driven shocker that comes right out of nowhere and, like a snake in the grass, strikes without warning.

Think of this one as the feminine version of "The Talented Mr. Ripley" without the killer testosterone, but with enough creepy estrogen to make you think twice about all those prim, grandmotherly teachers you might have had during grade school. I'll never again turn my back on a schoolmarm.

Judi Dench plays Barbara Covett, a cranky and inaccessible history teacher who's closing in on her retirement years. Her fellow teachers seem wary of Barbara's aloof posturing, but when attractive Sheba Hart (Cate Blanchett) joins the faculty, Barbara appears unusually curious and intrigued by the young woman.

Sheba is new to teaching, inexperienced and easily upset by her students. The older woman comes to Sheba's aid under the guise of friendship, but Barbara- who narrates the film with an icy, almost eerie candor- reveals her true intent on developing a closer friendship than Sheba could imagine.

Sheba is played with an awkward naiveté by Cate Blanchett, her character both empathetic and endearingly inept. But teaching is not Sheba's vocation. She admits to Barbara that her family life is far from perfect: her older husband (Bill Nighy) and demanding children (Max Lewis, Juno Temple) have driven her to seek asylum away from home. Sheba views teaching as little more than her daily escape from an increasingly unstable existence.

Barbara is secretly elated. She senses a loneliness in Sheba that she herself has long harbored. Despite their age difference, Barbara fantasizes that she has found a close, life-long companion.

Yet Barbara's euphoria is short-lived when she stumbles upon Sheba and one of her students, cocky Steven Connolly (Andrew Simpson), in a compromising situation after class. Quite suddenly Barbara's passion for Sheba turns ugly. Instead of friendship, Barbara resorts to cruelty to secure Sheba's affection.

Watching the usually stoic Judi Dench seethe and scheme is a treat. Conniving Dench and demure Blanchett work exceptionally well together in this riveting drama. And director Richard Eyre's decision to allow us into Barbara's soul before Sheba has a clue to her friend's objective only increases the tension as Sheba bumbles, like some tiny, clueless insect, into the older woman's web of deception.

Mr. Ripley, your soul mate is waiting.

"Volver" ("To Return") Rated R- 121 minutes

For mother/daughter relationship (or more aptly, for grandmother/mother/daughter relationship) fans, Spanish director Pedro Almodovar has delivered a moving tribute to the cycles of life. The film explores both the folly of family squabbles and the importance of giving second chances . . . perhaps of living each day as if it might by your last.

Raimunda (a ravishing Penelope Cruz) is a practical, cynical woman, a doting mother to teenaged Paula (Yohlana Cobo) but an unfulfilled wife, hardened by the death of her parents in a fire many years before. Raimunda has never quite filled the emotional gap left by her mother, Irene (Carman Maura), despite their rocky relationship when Irene was alive. As a teen Raimunda was insolent, a trait she hasn't quite managed to outgrow.

Raimunda's younger sister, Sole (Lola Duanas), is more forgiving, yet far more impressionable than Raimunda. Sole believes in ghosts, and in second chances.

When their Aunt Paula dies, the old woman's passing brings back a flood of memories for both women. Aunt Paula was a bit daft: In the small, distant La Mancha where she lived, the townspeople kept their distance. For years they would hear Paula carrying on conversations with her long-dead sister's ghost. Paula, too, had never quite filled the empty place left by Irene's death.

Shortly after Aunt Paula's death, Irene appears to Sole. Shaken by her mother's appearance, Sole wonders if she too is going insane. But Irene's ghost appears quite substantial- and asks the stricken Sole, who happens to be a hair stylist, for a color and rinse.

And thus arrives Irene, dead or alive, into her daughters' lives- hoping to correct the misfortunes that have befallen the two women since her absence.

American audiences (the film is in Spanish, subtitled) should find this sanguine ghost story unusual and provocative enough to delight- but don't expect a foreign film in domestic Hollywood garb. We in this country have recently opened the floodgates to the world, cinematically speaking, and in return some of us must expect a learning curve.

Without gargantuan budgets, lavish sets or earthshaking pyrotechnics, prepare yourself for a gentler, simpler way of life. Expect plot development at a more casual rate and characters who don't always grow in predictable ways.

If there's a single word I recommend for those who enjoy, or who want to enjoy, this sudden flux of foreign films and foreign filmmakers, it is this: patience. Allow the film to wash over you instead of leading the experience with preconceived expectations (usually spawned by a film's frantic pre-release buzz that has sadly all but explained the film to us). We tend to anticipate a predictable montage of events to unfold on the screen, some of us harboring a secret satisfaction when they do just as we expect.

Well, get over that.

"Volver" is one film that will not follow that conventional pattern.

By the way, Penelope Cruz is magnificent here; at times she's the specter of a young Sophia Loren in "La Ciociara" ("Two Women"). Midway through this film Cruz, accompanied by flamenco guitars, sings "Volver," an ode to her mother, the song chillingly heart-wrenching- a single moment that melts the cold exterior of Raimunda's soul. And, as she sings, does she only think she sees the distant apparition of her mother?

Yet, lest you think I'm giving "Volver" a hall pass simply on its heritage- absolutamente no. Because while "Volver" is utterly charming, the film is not entirely gripping. The tale weaves sometimes too quickly past the lens, and occasionally one has to play mental catchup with the characters and story.

Director Almodovar sometimes drops emotional bombs and lets the characters carry on their rather mundane existence without revealing- or even alluding to- the carnage. A murder takes place (implied, but not shown), and the turmoil that must follow is brushed aside, relegated to later. Relationships come and go, but the emotional baggage that piles up in their passing is kept tightly wrapped, as if somehow unimportant or invasive to the story. Strange omissions for so passionate a family.

My biggest complaint is when granddaughter Paula and matriarch Irene (in the flesh or not) first meet: the moment takes place off screen. I feel cheated. How to react to one's unknown grandmother? How to explain to the high-strung Raimunda? Why couldn't I have been there?

Yet, like Raimunda often tells her daughter, "En un otro momento"- later. Perhaps I should heed my own advice. Some things do require patience.