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Ever since Pirates of the Caribbean: At World's End was released, Keira Knightley has sworn off big budget Hollywood flicks, opting instead to only act in more artistically sound, independent films like the Oscar-nominated Atonement, The Edge of Love penned by her playwright mother, Sharman McDonald, and the recently released historical biopic, The Duchess. Directed by Saul Dibb, a man you've probably never heard of unless you live in Britain and dig documentaries, The Duchess is based on Amanda Foreman's biography of Georgiana, The Duchess of Devonshire and chronicles her rise to a figurehead of fashion and women's voice in politics in late eighteenth century Britain. With the exception of co-star Ralph Fiennes, the film features no other A-list names amongst cast or crew so the brunt of the film's coherence falls squarely on Knightley's and Dibb's shoulders. Competently crafted yet lacking any remarkable elements, The Duchess is a solid enough effort, but will easily get lost amongst a field of superior period pieces that include the previously mentioned Atonement, Sense and Sensibility, and Elizabeth.

Georgiana (Keira Knightley) is only seventeen when when she's promised to the Duke of Devonshire (Ralph Fiennes) by her mother, Lady Spencer (Charlotte Rampling). Only interested in an heir, the Duke has chosen Georgiana because of her line's tendency to bear male children and he gives no thought to flattery or romance. His chore-like and almost apathetic stance on his union greatly contrasts the youthful naivety and romanticized hopes that Georgiana has clung to - a juxtaposition further strained after Georgiana gives birth to her first child - a daughter. Trapped in a loveless marriage, Georgiana finds acceptance and popular support through her elaborate fashion sense and her outspoken support for the Whig party, two traits that would later mark her as an historically iconic female figure. It's during her public political activities that she is re-introduced to a man she knew from her youth, Charles Grey (Dominic Cooper) - now a handsome politician to whom she finds herself uncontrollably drawn.

Georgiana soon becomes very close to Bess Foster (Hayley Atwell), a young woman whose husband, thanks to the Rule of Thumb, beats her regularly and has separated her from her children - two sons. Caring very much for Bess, Georgiana uses the Duke's lust for her as leverage to convince him to allow Bess to house with them. However, after Georgiana gives birth to a second girl, the Duke's patience wears thin with his wife and he thrusts his heir-bearing intentions onto his latest house guest. Feeling betrayed by her best friend, Georgiana seeks and finds comfort and vigor in the arms of Charles. Seeing as Charles is of a lower social standing, if their affair were discovered, the resulting scandal would ruin the reputation of the families of both Georgiana and the Duke. With the Duke threatening to permanently remove her from her two daughters, Georgiana must decide if she wants to forgo the romantic fulfillment she's always dreamt of for the sake of her children.

It's not exactly a rarity to find a period piece, or any piece really, in which the aristocrat finds emotional satisfaction with the peasant (in so many words) and has to make a choice between freedom and duty. In fact, it's a storyline not uncommon in those trashy romance novels with the fleshy covers that's seen countless variations, reiterations, and adaptions. With The Duchess though, it actually happened. With a real-life story and faithfully biographical script, the film hits all the right notes at all the right times to sufficiently drive the story along and make Georgiana's plight perfectly clear. There's already been some buzz around Knightley's performance as being Oscar-worthy, and while I can't necessarily condone such talk, her performance is noteworthy; showing good emotional range and a surprising naivety that her past strong-willed female protagonists have lacked. Like most period pieces, the set design, locations, and costumes, courtesy of Michael O'Connor, are gorgeous, with special attention given to the costumes of the fashion icon, Georgiana. Any shortcomings or mediocrity in the visuals should be pardoned to an extent, seeing as Dibb had to work with less money and on a tighter schedule (9 weeks compared to a general 12-14 weeks) than most are used to on a period piece. Dibb, a documentarian who had never even thought of directing a period piece before, executes the tone and pacing admirably, showing that while he may not be Joe Wright, he at least has the potential to succeed as a feature filmmaker.

The film fails in the regards that, despite being a lower budget indie film, it still very much caters, and even panders, to its star as a Hollywood film would. Obviously, with a title like The Duchess, the primary focus of the film will be the female protagonist overcoming her difficulties to emerge a different and stronger person in the end. When that female has to overcome those difficulties in eighteenth century, male-dominated Britain, then it's clear she'll have to be stronger than the average woman. Yet, in The Duchess, the environment in which Georgiana exists is so unlikeable and antagonistic that Knightley stands as the only shining light throughout the entire 110 minute duration. The Duke, though performed to a T by Fiennes, is so one-dimensional and morally reprehensible that we're automatically forced to relate to Georgiana, if not because we like her from the beginning, then because we pity her for being married to an ass. Even the Bess and Charles Grey figures, with whom Georgiana finds friendship and love, seem like bronze medals of character in comparison to the outstanding Duchess. Bess, whose loyalties shift and blur throughout the film, never gives enough reason why we shouldn't either fully like or loathe her and Grey, the supposed love figure, it surprisingly boyish in attitude and unremarkable in looks. When you also consider that the film leaves out any mention of Georgiana's crippling gambling debt, it would seem as though every minute and element of the film exists as an episode of Pop-Up Video in which the permanent bubble would say "Isn't Georgiana/Keira Knightley great?" The only character in the entire film that Georgiana never seems to be at odds with is herself. This character-worship drags The Duchess down from what it could be: an exploration of a truly unique and significant historical figure.

Background Buzz
A round up of related content from across the web including fan blogs, podcasts, analysis, news, magazines, and more!

-Listen to Zoom In Online's "On the Circuit" podcast with director Saul Dibb

-Read about the hullabaloo being raised over comparisons to the life of the late Princess Diana

-Georgiana is apparently not only alive and well, but also operating a blog. Take a look for a plethora of information on life in the 18th century

-Watch Reelz Channel's interview with Keira Knightley and Ralph Fiennes

-Visit All Movie Photos if you're a glutton for production stills