"B" Rating by Robert W. Hammerle

"The Duchess" is one of the most gorgeous fashion shows you will ever see, and it's not a bad star-crossed lovers movie either. Set in England in 1774, the dresses worn by Ms. Keira Knightley and her principal co-stars, Charlotte Rampling and Hayley Atwell, are simply visually stunning.

And then there are the hats! I dare say that never in the history of film have you seen such an incredible display of head-ware, both by men and women. Broad brimmed and frequently adorned by various plumage, the only thing missing was the catwalk at an exclusive Parisian fashion gala.

While it is easy for any critic to speculate on who will or will not be nominated for an Oscar, it is hard to believe that Michael O'Connor will not be recognized for his stunning costumes. In addition, the original music by Rachel Portman is perfect for this film centering on lovers who will forever be apart, and the cinematography by Gyula Pados is breathtaking in its scope. The wide shots of castles and the rolling countryside look as if a Monet painting has been brought to life.

And while the movie itself does not measure up to its visual splendor, that is only mild criticism. Ms. Knightley is a vision as the teenage girl Georgiana, the soon to be Duchess of Devonshire, who is betrothed to the most powerful peer in England, The Duke of Devonshire. Knightley's milky complexion and gorgeous, dark eyes allow her to project a passionate, innocent young woman who seethes under the social restraints of the conventions of the times.

Furthermore, the iconoclastic Charlotte Rampling is perfect as Lady Spencer, Georgiana's practical but caring mother. She is at heart a pragmatic woman who knows the dangers of a woman reaching too far in 18th Century England. For example, when Georgiana complains to her that she would like for her husband to at least talk to her after they have had sex, she reminds her that the key to a woman's success in marriage is patience, fortitude and resignation.

But make no mistake about the fact that despite the presence of the beguiling Ms. Knightley and the other attractive women, this movie is defined by the memorably understated performance of Ralph Fiennes as the Duke of Devonshire. Mr. Fiennes is one of the few actors with the talent to breathe vulnerability and warmth into a character so seemingly devoid on the surface of both.

The Duke marries the Duchess for one thing, namely to produce a male heir. Beyond that, he has more personal affection for his ever-present dogs than he does for his new wife. He views his collection of mistresses as his right as a Duke, and protestations from the Duchess are treated with sneering contempt.

What is so surprising about "The Duchess" is the discovery that the Duke is as much confined by the social restrictions of the time as is the Duchess. Though seemingly all-powerful in so many ways, in actuality he has few choices concerning how he lives his life.

However, to make a movie about ill-fated lovers work, you have to have someone who justifies the risk of your hidden love. If the Duchess is going to risk all that she holds dear, including her children, than it has to be for a man who embodies qualities that justifies her leap into social darkness.

And that, at heart, is the problem with "The Duchess." Dominic Cooper plays Charles Gray, Keira Knightley's lover, and he simply is not up to the task. While there is a great love scene with the two, he seems far too superficial and shallow for a woman of the Duchess' obvious intellect. As a result, her choice between her husband and her lover doesn't in any way rival the emotional triangle found in such classics as "Casablanca" (1942) and "Shakespeare in Love" (1998).

Clearly, "The Duchess" is meant to provide a mirror image of their 20th Century counterparts, Prince Charles and Princess Diana. In both cases, a prominent member of English royalty marries a much younger woman who becomes the favorite of the public. While the conflicts inherent in this type of relationship directly contributed to the tragic death of Princess Di, Ms. Knightley's "Georgiana" survives by choosing to make compromises that Princess Di would not.

Incredibly, in the end you are left with a feeling of empathy for the Duke even as he threatens the Duchess with the loss of their children if she does not give up her lover and return to him. Simultaneously, you are overwhelmed with sympathy for the Duchess, as she knows that her love of, and obligation to, her children trumps every other consideration.

While both of them wish to be as free in their choices as the children they watch play outdoors, they come to realize that those are simply idle dreams that are a luxury neither can afford. To again paraphrase Lady Spencer's sage advice, happiness is to be found not in some foolish pursuit of love but in striving to do your best to persevere with fortitude and resignation.

As Crosby, Stills, Nash & Young sang years ago, "Love The One Your With."