What happens when Mr. Right is one of your former students — and your friends despise him?

Andie MacDowell is the star attraction of Crush, John McKay's darkly comic look at three fortysomething professional women whose friendship is severely tested when one of them falls in love with a much younger man.

Kate (MacDowell) is the prim and proper headmistress of a private school. Molly (Anna Chancellor) is her physician, and Janine (Imelda Staunton) is the local police inspector. The three seem to have little in common but the curse of being single in a rural English town, yet they celebrate their troubled love lives with gusto in a weekly gin, chocolates and cigarettes fest.

"I don't want to settle for someone just because there is nothing wrong with him," Kate says, and Molly responds with one of her vulgar but awfully funny quips.

Along comes 25-year-old Jed (Kenny Doughty), a smoldering piano player who fills in as part-time organist at Kate's church. MacDowell's uptight demeanor melts like an ice cube, her long curly tresses come unbound and she is swept away on a wave of passion. All because of a former student who still slurps his soup.

Her friends' reaction? Shock, denial, then a malevolent plot to drive Jed out of the picture.

Crush hits an emotional crescendo as Kate's friends, blinded by self-righteousness, do her an enormous disservice. Not too many movies tackle head-on the damage that can be wrought by well-meaning family or friends. At one point, Crush homes in on the rich emotional territory of movies like In the Bedroom, where it's not clear how far normal people will go to protect the ones they love.

But quick as you can say "Time for class," the mood shifts. In a desperate attempt to fashion a happy ending, Crush veers away from the dark underside of friendship and lands in an alternate universe where friendship conquers all.

Ugh. Friends like that should just be ditched, and good riddance. And scars like that last a lifetime. They can heal, but "the way it used to be" is gone forever.

Still, the steamy sexual chemistry between MacDowell and Doughty makes the movie one to watch.

The role of Kate seems tailor-made for MacDowell, who has often portrayed sweetly nervous prudes tormented by deep currents. She is so appealing on the screen that it's no surprise Kate attracts middle-age churchgoers like flies, and Crush mines a few laughs as she fends them off.

Chancellor is a force of nature as Molly, a thrice-divorced gold-digger whose acid wit hides a venal nature: a modern Cruella de Vil with a sense of humor. Staunton, who played nursemaid to Gwyneth Paltrow in Shakespeare in Love, has the art of the comic sidekick down pat and is a hoot as a lonely single mom packing a big gun.

In a movie so heavily focused on women, Doughty's character is a tad undeveloped. Still, his understated conquest of Kate and his goofy, puppy-dog sex appeal might make some older women reconsider the 25-year-old option.

Crush runs 115 minutes and is rated R for strong language and sexual situations.