The Duchess tells the compelling tale of Georgiana Spencer, the Duchess of Devonshire, and in short, how she traded her own happiness and love for the betterment of her country. Georgiana (Keira Knightley) is a lovely young girl who catches the eye of the Duke of Devonshire (Ralph Fiennes), who makes her his wife. Although she is thrilled at first, she soon begins to realize that the Duke has quite the wandering eye. It seems he only wants Georgiana for her ability to produce a male heir, which just never seems to happen. Georgiana, herself, begins to garner other interests, including politics and specifically the Whig Party and one of its power players, Charles Grey (Dominic Cooper). Prior to her marriage to the Duke, Georgiana and Charles had a small romance brewing, but she put all of that away when she became a married woman. Then G (as she is called by her friends) meets Elizabeth "Bess" Foster (Hayley Atwell), a beautiful young mother of three boys, whose abusive husband has taken the boys away from her. Bess and G become best friends and Bess is invited to stay with the Duke and Duchess. Bess becomes G's only respite from her loveless marriage, as the two conspire and share secrets like sisters... until the Duke beds Bess and decides that she will stay permanently in their home, much to G's chagrin.

G is devastated at her friend's betrayal, although Bess says she did it only to get her boys back, but soon G decides that all is fair in love and war and tells the Duke that she wants to have a relationship with Charles Grey with his blessing, which he, of course, denies her. In fact, he vows to destroy her and the political career of Mr. Grey, who is on the fast track to becoming Prime Minister and to vaulting the Whig Party into much more prominence. So she opts to live her life in misery and sadness for what she considers the betterment of her country, rather than to follow her heart and be with the man she loves, making incredible and heartbreaking personal sacrifices along the way.

Obviously, there is much more to this story than what I have said here, but I don't want to give too much away. What I found truly fascinating is that Princess Diana (Spencer) is a direct descendant of Georgiana Spencer and I can certainly see where Diana got her fashion-forward sense of style and her bold attitude. G was once called the empress of fashion in her day and set the standards for style, just like Princess Di. Additionally, her life was surrounded by scandal, yet she was also very focused on her causes. I found the parallels between the two outstanding women to be very interesting.

The acting is The Duchess is superb. Keira Knightley is The Duchess in this role and she was very believable, as are Ralph Fiennes as the heartless Duke and Dominic Cooper as G's young lover, Charles Grey. It was hard to have sympathy for Bess, so Hayley Atwell clearly does a convincing job as well. Probably the star of the entire movie, however, are the costumes that G wears. The clothes are simply magnificent and really set the stage for the film.

There isn't much in the way of special features, but what is there is fascinating. There's a making-of featurette, but what I found most compelling was Georgiana in Her Own Words. The movie was based on a collection of letters that G wrote, that were safeguarded by Bess, who was both her dear friend and betrayer. Bess crossed out the things she didn't want revealed and it was just all very interesting. There's also a costume diary detailing the work that went into making the costumes look just so, as well as how the persona and image of G changed throughout the film.

If you are a fan of period films and history, you should check into The Duchess. It's a really good story and a fascinating bit of history.