To see Ralph Fiennes as the fifth duke of Devonshire, displaying his slightly spindly shins in knee breeches and white stockings while balancing a side curl above each ear, is to realize at once why there are so few movies made about the late 1700s. To see Keira Knightley, our greatest screen clotheshorse, decked in sky-high wigs, tricornered hats and capacious plumes is to realize why people still try to make them.

Saul Dibb's The Duchess is "based on a true story" (as the titles remind us). But everything of historical interest has been removed except for the wardrobe. Richard Sheridan is interesting; Charles Fox--last seen assayed by Michael Gambon in Amazing Grace--is fascinating. But both the noted playwright (played by Aidan McArdle) and the noted politician (Simon McBurney) are only here to be mere reflections in the diamonds of a suffering aristocrat. Georgiana (Knightley) is bred for the role of blue-blooded baby maker; her mother (Charlotte Rampling, great) reminds her of this task at the beginning. Walking in artistic slow motion through a hall of candles, Georgiana is married to one of the wealthiest and most distant peers in the nation. (The slow-mo is particularly funny, since the primo American Express commercial with Tina Fey and Martin Scorsese ran right before this movie. "You can walk in slow motion, but it's not gonna be on film."--Mr. S.)

Given bupkus by this script (credited to three writers), Fiennes concocts an enigma of coldness on his own. His icy duke, more interested in his hounds than anything else, has been pressed by his duty to the point where he has no personality. The historical vacuum of The Duchess proves especially troublesome here. This lavish-looking romance insists that politics would just confuse our pretty little heads. We see the heroine chortling in bed over the penny broadsides that caricature her; we note a line in passing about the scandal of Georgiana wearing a mob cap in public. What we don't get is an explanation that endorsing the French Revolution was quite a gesture from someone who owned a half-dozen estates.

Fortunately, the power of Fiennes compels us. Let some titled fiends rip corsets; he coolly demands a pair of scissors. Amid pitiful underwriting, Fiennes makes his character a successful enigma. Director Dibb steals that deathless symbol of marital alienation, the mile-wide dinner table in Citizen Kane, but he also seems to have inadvertently stolen the enigma of Kane: Why is a person this rich so miserable? It may be the clothes; Fiennes' duke is bound up in a too-tight waistcoat in almost every scene. Everyone has a corset in this movie, even the director.

To return the focus to where Dibb insists that it is, Georgiana has her adventures: gambling a little, turning up in one new hat and sky-high wig after another and producing a dimpled baby every 20 minutes or so. She solaces herself from the indignities of seeing her best friend (Hayley Atwell) pressed into being her husband's mistress and installed in their home. Thus, Georgiana passively becomes a beloved scandal, the Duchess Fergie of her day. As Charles (later Earl) Grey, the drab Dominic Cooper sufferers from the syndrome of seeming to be the only sexable man in the movie. It seems less like illicit amour that draws him and the duchess together than mere proximity.

THE DUCHESS (PG-13; 110 min.), directed by Saul Dibb, written by Dibb, Jeffrey Hatcher and Anders Thomas Jensen, photographed by Gyula Pados and starring Keira Knightley and Ralph Fiennes, opens Friday at the Nickelodeon in Santa Cruz.

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