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Originally published September 26, 2008 at 12:00 AM | Page modified October 6, 2008 at 10:57 AM

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Movie review

"The Duchess": All dressed up, and lots of good places to go

Keira Knightley, Ralph Fiennes and some very complex 18th-century fashions play the leading roles in the historical drama "The Duchess."

Seattle Times movie critic

Movie review 3 stars

"The Duchess,"with Keira Knightley, Ralph Fiennes, Charlotte Rampling, Hayley Atwell, Dominic Cooper. Directed by Saul Dibb, from a screenplay by Dibb, Jeffrey Hatcher and Anders Thomas Jensen, based on the book "Georgiana, Duchess of Devonshire" by Amanda Foreman. 110 minutes. Rated PG-13 for sexual content, brief nudity and thematic material. Guild 45th, Meridian, Lincoln Square.

MOVIE REVIEW 3 stars

The elegant period drama "The Duchess" never mentions that its subject was the great-great-great-great-aunt of Diana, Princess of Wales; it doesn't need to. Lady Georgiana Spencer, when still a teenager, married the fifth Duke of Devonshire in 1774. According to Amanda Foreman's excellent biography "Georgiana, Duchess of Devonshire" (on which the movie is based), the innocent Georgiana thought her marriage to be a love match. Alas; it was not.

The Duke, as we meet him in the film, is distant and stiff, more interested in gardening and in his mistresses than in his young wife, who quickly becomes a vivacious and popular figure acclaimed as "the duchess of fashion." Foreman notes in her book that a magazine from the time wrote acidly that "it was the greatest paradox" that the Duke must be the only man in England not in love with the Duchess of Devonshire.

Echoes of Charles and Di flit through "The Duchess," from the way Keira Knightley's saucer eyes gaze upward coquettishly from beneath her pretty hats to the way the Duke (Ralph Fiennes), telling his wife he loves her, feels compelled to water it down with "in the way I understand love." But the story here stands alone: Georgiana, it turns out, was trying to have a modern marriage in a less-than-modern time. Pushed aside by her husband, she found love elsewhere with the politician Charles Grey (Dominic Cooper) — resulting in secrets, scandal and heartbreak.

Director/co-writer Saul Dibb films Georgiana's story lavishly if unexceptionally; it's an always pretty film that's art-directed within an inch of its life. (A romantic lakeside scene between Georgiana and Grey is accessorized by swans so perfectly placed, you wonder if they're anchored there.) Michael O'Connor's costumes are appropriately over-the-top, as befits a queen of fashion, and Knightley looks smashing in an array of vast skirts, towering headpieces, delicate summer hats (tilted forward and irresistible, like plates of flowers) and a midnight-purple cloak that's so beautiful it deserves its own movie.

But behind all these ruffles is a character drama, enacted with skill and poise. Knightley, who's at her best in period costumes ("Atonement," "Pride & Prejudice"), gives Georgiana a resolute walk and a quiet fire. "You make me sound so pitiable," she spits at Grey, as if the words were made of lye, when he observes that she wants to be loved. Charlotte Rampling is nicely sly as Georgiana's mother, who urges her daughter not to have ideas about being happy in a marriage. (When Georgiana complains that the Duke doesn't talk to her, Lady Spencer notes coolly, "Whatever on earth is there to talk about?") Hayley Atwell ("Brideshead Revisited") is appealing as Lady Elizabeth Foster, the "third person" in the Devonshire marriage; Cooper is appropriately impetuous as Georgiana's lover.

And Fiennes, an actor who disappears into roles like ice in a teacup, makes the Duke a complex and almost sympathetic figure, a bulky, unappealing man whose interests are in all the wrong things. "How wonderful to be that free," he says at the end, gazing at children playing; and Fiennes' sad, reflective reading of the line tells the Duke's entire story in six words. It hangs over "The Duchess" and changes it; you wonder if "The Duke" might have been a movie worth making as well.

Moira Macdonald: 206-464-2725

or mmacdonald@seattletimes.com

Copyright © 2008 The Seattle Times Company

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