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| Judi Dench | Barbara Covett | |
| Cate Blanchett | Sheba Hart | |
| Tom Georgeson | Ted Mawson | |
| Michael Maloney | Sandy Pabblem | |
| Joanna Scanlan | Sue Hodge | |
| Shaun Parkes | Bill Rumer | |
| Emma Kennedy | Linda | |
| Syreeta Kumar | Gita | |
| Andrew Simpson | Steven Connolly | |
| Phil Davis | Brian Bangs | |
| Wendy Nottingham | Elaine Clifford | |
| Tameka Empson | Antonia Robinson | |
| Leon Skinner | Davis | |
| Bill Nighy | Richard Hart | |
| Juno Temple | Polly Hart |
| Director |
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| Producer |
Robert Fox
Redmond Morris |
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| Writer |
Patrick Marber
Zoe Heller |
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| Cinematography |
Chris Menges
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| Musician |
Philip Glass
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A veteran high school teacher befriends a younger art teacher, who is having an affair with one of her 15-year-old students. However, her intentions with this new "friend" also go well beyond platonic friendship. |
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