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Saul Dibb's The Duchess revolves around one of the worst marriages in England's royal history. On the surface, the film appears romantic and glorified, but underneath it's a story of high dramatic tension, one that's raw, sad and indignant. It's about a woman who speaks her mind - emotionally and politically - in a time when it was considered improper for women to do so. Georgiana, Duchess of Devonshire, not only considered it proper, but a natural right.

As it opens, Georgiana Spencer (Keira Knightley) takes bets from her girlfriends over which gentleman will win a foot race around her family's estate. One of these men is Charles Grey (Dominic Cooper), whom Georgiana loves but has not yet admitted her affection for. Despite her feelings, Georgiana's mother, Lady Spencer (Charlotte Rampling), tells her she is to marry William Cavendish, Fifth Duke of Devonshire (Ralph Fiennes). Giddy and thrilled, Georgiana asks, "Does he love me?" Not yet 18-years-old, Georgiana has little idea what she's in for.

One of the interesting things about the screenplay by Jeffrey Hatcher, Anders Thomas Jensen and Dibb, based on the biography Georgiana, Duchess of Devonshire by Amanda Foreman, is how it never tries to kid us into thinking the duke and Georgiana's marriage is a happy one. The duke immediately sees his new bride as an object, merely someone to bear him a son, nothing more. Lady Spencer views the marriage as security and wealth, but still tries to comfort her daughter. After Georgiana tells her William won't even talk to her ("he's more affectionate towards his dogs"), her mother tells her the duke is under a lot of pressure to produce an heir. Once he has a son, things will change. Hardly.

While the film also touches on other aspects of Georgiana's life - her love of gambling; her influential role in politics; setting fashion trends - it's mostly about her complicated relationships. In Bath, she meets Lady Elizabeth Foster (Hayley Atwell). "Bess," as she was called, becomes Georgiana's best friend and the one thing the Duchess can call her own. Georgiana invites Bess to live with her and the duke, but that proves a mistake when William makes her his latest mistress. It's ironic that Bess would even entertain William's sexual advances when her own husband is having an affair, and she knows how it would make Georgiana feel.

Georgiana proposes a deal: she'll bless William and Bess's affair if the duke recognizes her feelings for Charles Grey, who has begun a campaign for prime minister (years after her marriage to the duke, Georgiana finds she still has feelings for Grey). Though her proposal seems fair, the duke sees it as an insult and the offer ends tragically.

As we see the duchess suffer, we come to see how her young age prevented her from fully understanding people's behavior, and how her own values became an emotional threat. Saul Dibb's direction keeps us onboard so we're always caught up in the drama, but what elevates it even more are the performances. Keira Knightley, after her amazing work in Pride & Prejudice and Atonement, probably seemed like the only choice for Georgiana. The actress, beautiful and fashionable, looks the part, but more importantly, she convinces us of Georgiana's stance on politics, fidelity and love. She's not just being made up here; she fully embodies Georgiana's values and we're able to empathize with her.

Ralph Fiennes is also superb as the duke, a cold, distant and uninteresting man without much to say. The duke doesn't really want to play his role in politics or society, other than to exercise his power for his own benefit. Fiennes' role seems tough for an actor since he must appear as if he's not doing much, when in fact he's doing a lot.

As with most period dramas, the production is striking, with costumes, sets and photography that completely convince us we're in a different time. But somehow it's the people who remain the film's primary focus. It's common for period dramas like The Duchess to overemphasize the production rather than the characters inhabiting it, but that's not the case here.

In the end, I left The Duchess sad because of how its eponymous character was treated and how her feelings and thoughts were viewed as burdens rather than assets by her loutish husband. And that's what this film does well - it lets us feel something for this woman. We walk away not only taking in a brief history lesson, but we care about the person we're learning about. We even admire her because of the hope and absolution that come with her hard decisions. You'll see this during an unexpected moment when two characters hold hands. We don't believe they'll live happily ever after, but at least their lives will be easier to bear.