Film Review By Tasha Robinson, Special to the Chicago Tribune

From the opening scenes of "The Duchess," it's clear that 18th-century aristocrat Georgiana Spencer (Keira Knightley) is in for a jarring disappointment of a marriage. When her mother informs her that William Cavendish, the Duke of Devonshire, wants to wed her, Georgiana exults, "He loves me? He's only met me twice!" Already, she's established that her expectations are naively romantic; clearly, she doesn't yet understand anything about arranged marriages or the kind of lush, lovelorn costume dramas that "The Duchess" exemplifies.

She learns soon enough. "The Duchess" dramatizes Amanda Foreman's popular biography of Georgiana, Duchess of Devonshire, a cultishly adored (and sometimes loathed) celebrity of her age, known for her outspoken politics as much as her influence over British fashions. (She was also known for drinking, drugging and gambling, which the movie largely omits.) Like her descendant, Diana Spencer, Georgiana was constantly in the public eye, and she used her popularity with the people to advance personal causes, particularly her support of the Whigs and her favored candidate, Charles Grey. But while Georgiana had an unusual level of societal clout for a woman of her day, her control didn't extend to her own home, where her powerful husband was carrying on a decades-long affair with live-in lover Lady Elizabeth Foster.

The opening scenes that establish Georgiana's foolish ideals are also an early cue of how "The Duchess" operates, by focusing narrowly on her emotions without offering any meaningful context from the people around her. Neither her cool, proper mother (Charlotte Rampling, impeccable as ever) nor her aloof husband (Ralph Fiennes) bothers explaining that William's "love" consists entirely of a monomaniacal desire for an heir. As time goes on and William barely speaks to his new wife, she reacts first with bruised neediness, then by taking up causes, from Whig public relations to protecting Bess Foster (Hayley Atwell), whose husband beats her and denies her access to her children. Then William and Bess launch their affair, leaving Georgiana betrayed many times over - in one swoop, she loses her only companion and the hope of earning her husband's affection. Worse yet, she knows she was responsible for bringing them together.

But while the film spends a great deal of time with her angst and desperation, over uncomfortable meals with Bess and William or brave-faced public appearances, it never scratches her surface, much less delves into the lives of those around her. William's feelings for Bess are never explored. Director and co-writer Saul Dibb never finds anything lively or significant in Georgiana's corresponding relationship with Charles Grey (Dominic Cooper), which seems less like a star-crossed love than an idle distraction. Too often, there's nothing lively at all; between moments of drama, the participants often pose rigidly alone in vast, beautifully decorated rooms.

Maybe they know exactly how lovely they look in those poses. "The Duchess" is a beautifully crafted period piece, a brocade-and-marble wonder that rivals such recent films as "Marie Antoinette" and "The Other Boleyn Girl" for sheer lushness. But like "Marie Antoinette," it's disturbingly shallow, focused so tightly on one woman's feelings of repression and loneliness that it lacks any perspective on their causes. And like "Boleyn Girl," it reduces vast historical events to a case of two women squabbling over a not terribly interesting man.

Taken in isolation from the unsatisfying story, the performances are powerful - Knightley's vivacious, wounded romantic does a great deal to carry the film on sheer personality, while Fiennes is a subtle master at projecting banked menace through his seeming detached ennui. When he finally proves how dangerous he can be when provoked, it's shocking but not surprising. But that particular wake-up call is one of the few truly intense moments in a story that follows history without understanding it, and wallows in pain without comprehending it.

MPAA rating: PG-13 (for sexual content, brief nudity and thematic material).

Running time: 1:49.

Starring: Keira Knightley (Georgiana, Duchess of Devonshire); Ralph Fiennes (William, Duke of Devonshire); Hayley Atwell (Bess Foster); Charlotte Rampling (Lady Spencer).

Directed by Saul Dibb; written by Dibb, Jeffrey Hatcher and Anders Thomas Jensen, from the book by Amanda Foreman; edited by Masahiro Hirakubo; photographed by Gyula Pados; music by Rachel Portman; production design by Michael Carlin; produced by Gabrielle Tana and Michael Kuhn. A Paramount Vantage release.

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