MAKING A period drama about a suppressed, independently-minded woman is always a delicate business. It’s usually simplest to take some liberties with history and gloss over the most embarrassing of the old-fashioned notions. It’s most convenient to squeeze the modern, liberated women into a corset and lace, and then portray her rebellion, instead of the rebellion of a woman who has never been told that she’s more than a porcelain doll.

The Duchess generally escapes this cliché, showing the bewilderment of an 18th century aristocrat who is trying to follow her society’s rules while keeping her dignity and a modicum of happiness. It is intriguing not for its portrayal of a woman trying to rebel against her society, but for depicting a woman learning to live with society’s rules and manipulate them to her benefit.

Keira Knightley plays the stylish and charming Georgiana, miserably married to the emotionally impotent Duke of Devonshire (Ralph Fiennes), “the only man in England who is not in love with his wife.” Her canny mother Lady Spencer (Charlotte Rampling) arranged the marriage on the condition that Georgiana provide the Duke with a male heir, which she fails to do. She turns to politics, gambling, fashion and a fawning public. He turns to her best friend, Elizabeth (Hayley Atwell).

When Georgiana tries to battle him, she finds herself tangled in a struggle for power—political but also personal, in which the bargaining chips are social status, children and sex. For all her cleverness, she doesn’t yet know how to navigate the scrambled labyrinth of her own social strata. It’s not as though she’s more high-minded or alive than the rest of them, she’s just less savvy.

Lady Spencer and Elizabeth know how to manipulate societal mores—how to adjust their definition of happiness to a stifling system—and they try to teach Georgiana the same. They do cold, calculating things from the warmest of hearts. Georgiana’s mother loves her daughter so she arranges an excellent, empty marriage for her and teaches her wifely duties: tolerate his brutish lovemaking so she can fulfill her obligation to give him an heir, and stop expecting companionship. He gives her title and wealth; she gives him someone to whom he can bequeath it. Lady Elizabeth betrays her best friend from maternal love, because she knows where power lies and that she needs it to get her children back.

There’s no malice or sin in the betrayal; it’s done from necessity. Affairs and infidelities aren’t wrong; they’re simply part of the “arrangement,” and the aristocrats are always arranging things: arranging marriages and love affairs and the disposal of the illegitimate children the affairs produce. The sin, Georgiana finds, is in indiscreet betrayal and uncalculated passion. In women, the sin is dealing directly instead of using subterfuge. The Duke roars at Georgiana that he doesn’t make deals because he holds the power. She should know this by now. Her mother and best friend do.

Knightley ably portrays a complicated woman: spoiled to the point of petulance, needy but also generous, shrewd but at times naïve, with a pride that eventually turns into dignity. Fiennes paints a subtle portrait of a man whose brooding coldness is sad when you learn he doesn’t know how else to be. He tells Georgiana, “I love you—in the way I understand love.” There’s a moment when the Duke watches their children playing and says he envies them their freedom. Of course, the children are the least free of anyone, and he himself is using them to gain power over his wife. He’s cruel but also miserable.

The Duchess generally avoids the temptation of anachronism, but the Princess Diana parallels are unsubtle: Beautiful, beloved lady with a superb fashion sense and a cold fish of a husband who takes up with a less lovely woman. Too bad, because Princess Diana is so overdone and the real-life Georgiana, Duchess of Devonshire, is not. The costumes are rich and the settings sumptuous – just what you want from a period drama – although especially this week, the decadence can be nauseating.

Georgiana has only one choice, so she has to figure out how to make the most of the choice she has. And so she changes her definition of freedom. In an early political tussle, Georgiana says, “The concept of freedom is absolute.” By the end, she would agree with her opponent instead: “Freedom in moderation.” Some shred of happiness and “normalcy” through a calculated submission to society.

Alisa Harris is deputy editor of Patrol. She teaches journalism at The King’s College in Manhattan.

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Alisa Harris

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