Picks and Pans Review: The Duchess

updated 09/29/2008 AT 01:00 AM EDT

originally published 09/29/2008 AT 01:00 AM EDT

Keira Knightley, Ralph Fiennes, Dominic Cooper | PG-13

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A titled young Englishwoman is married off to a rich older aristocrat whose sole concern is that she bear him a male heir. She soon charms the nation with her looks, style and wit, but her dour husband lavishes more affection on his dogs—and other women—than on her.

Sound familiar? The parallels between the lives of Georgiana Spencer (Knightley), the 18th-century Duchess of Devonshire, and Diana Spencer, the Princess of Wales (and Georgiana's great-great-great-great niece), serve as pointed subtext in this lush biopic.

Based on Amanda Foreman's 1998 biography, Duchess races through Georgiana's life story, hitting the high spots but neglecting to fully flesh out this fascinating woman. Knightley acquits herself admirably but does much of her acting with her eyebrows. Fiennes is superb as her fuddy-duddy hubby, locating the sympathetic soft spots within his boorish brute.

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