- Release Date: December 27, 2006
- Run Time: 1 hr 38 min
- Rating: R - language and some aberrant sexual content
- Cast: Cate Blanchett, Judi Dench, Bill Nighy
- Director: Richard Eyre
- Genre: Art House/Foreign, Drama
Synopsis: Barbara Covett (Judi Dench), a veteran teacher at St. George's, senses a kindred spirit in Sheba Hart (Cate Blanchett), the school's new art teacher. The charismatic younger woman draws Barbara, and the two become friends. Then she learns of Sheba's illicit affair with a teenage student and becomes the keeper of the explosive secret. Based on the novel ''What Was She Thinking?'' by Zoë Heller.