DIRECTOR Saul Dibb (Bullet Boy) ventures confidently into the realms of lavish costume drama with this adaptation of Amanda Foreman's best-selling biography Georgiana, Duchess Of Devonshire.

The Duchess is impeccably tailored, dazzling the eyes with Michael Carlin's meticulous production design, Michael O'Connor's resplendent costumes and Jan Archibald's voluminous, cascading wigs.

Director of photography Guyla Pados atones for the sins of Basic Instinct 2: Risk Addiction by capturing the pomp and pageantry of mid-18th century high society in all its glory, shooting on location in the picturesque surroundings of Somerset House in London and Holkham Hall in Norfolk.

It's truly a feast for the senses, although Jeffery Hatcher's screenplay leaves us feeling emotionally undernourished.

As history lessons go, this is a tad dry.

The film's heaving bosom is 17-year-old social butterfly Georgiana Spencer (Keira Knightley), whose standing within the fiercely competitive aristocracy will be determined by a marriage contract.

Lady Spencer (Charlotte Rampling) encourages her daughter to accept a proposal from the brutish and considerably older Duke of Devonshire (Ralph Fiennes).

The nobleman urgently requires a male heir and Georgiana will be paid handsomely to carry out her duties as a woman and ensure the continuation of the Duke's proud bloodline.

Georgiana quickly discovers that marriage is anything but bliss - the Duke shows more affection to his dogs and is wont to bed the housemaids.

When she gives birth to not one but two daughters, his eye wanders and he takes Georgiana's friend Bess Foster (Hayley Atwell) as his mistress, driving his young wife ever closer to her one true love, Charles Grey (Dominic Cooper), ambitious protege of Whig Party leader Charles Fox (Simon McBurney).

The whiff of potential scandal hangs in the air and Georgiana is forced to sacrifice the man that means everything to her, to maintain the pretense of a happy marriage to the Duke.

The Duchess waltzes through the period with elan, recreating the giddy social whirl and its key figures such as playwright Rich-ard Sheridan (Aidan McArdle) who joins Fox in observing, "The Duke of Devonshire must be the only man in England not in love with his wife."

Fiennes is impressive as a cold, repressed man, constrained by the traditions of his age, revealing the chinks of vulnerability and sadness behind the character's cruel facade.

Knightley conceals her heroine's emotions a little too well behind the powder and rouge, and Cooper doesn't have sufficient screen time to convincingly establish Grey as the love of Georgiana's life.

Consequently, their heartbreaking final sacrifice doesn't tug the heartstrings with the ferocity that it perhaps should.

  • See it at Empire, ABC