The Duchess

BEHIND THE SCENES

Based on the remarkable, true story of the beautiful, powerful and notoriously scandalous Duchess of Devonshire, THE DUCHESS unfolds the tale of a woman who became one of the world’s first celebrities, who was adored by all the people of England, save one: her husband, the Duke. Once she marries him, she will attain the very heights of society. Whatever she wears will become the fashion of the day. Whatever party she throws will be the place to be at the moment. And whoever desires political office will seek out her influential endorsement. Yet, for all her power and notoriety, for all the affection she receives from the masses, she will have to break all of society’s rules, and sacrifice everything, to set her own passionate heart free.

If this story sounds decidedly contemporary, that might be in part because the Duchess of Devonshire, Georgiana Spencer, seems to have shared a twin destiny of fame and adoration, as well as adultery and controversy, with an ancestor who lived 200 years later: Lady Diana, the Princess of Wales. The similarities between the two are striking. For though Georgiana was born in a time of rigid social rules and extraordinary aristocratic power, she was, like Diana, a vivacious, bright, alluring woman who transcended the constraints of the world around her, and a series of gossip-sparking affairs, to become a fiercely beloved icon – and a woman who, when it was all threatened, revealed remarkable inner strength.

The story of THE DUCHESS recently came back into public fascination with the publication of Amanda Foreman’s mesmerizing best-seller Georgiana: Duchess of Devonshire, which won the Whitbread Award for Best Biography and caused popular historian Simon Schama to remark: "Georgiana bursts from the pages of this dazzling biography like the force of nature she undoubtedly was – passionate, political, addicted to gambling and drunk on life . . . an astonishing book about an astonishing woman."

So astonishing was the work that, even before it spent months on the best-seller lists, it seemed destined for the screen. Despite taking place in the volatile age just before democracy began, it was about everything that fascinates us still: love, sex, politics, scandals, wealth, fashion, betrayal and the audacity of an extraordinary woman to rise above it all. As Foreman herself wrote in the introduction to her book: "[Georgiana] was distinctly of her time. Yet her successful entry into the male-dominated world of politics, her relationship with the press, her struggle with addiction, and her determination to forge her own identity make her equally relevant to the lives of contemporary women."

Producer Gaby Tana, a friend of Amanda Foreman, snapped up the rights to the book immediately upon its publication in 1998. "As soon as I read it, I thought the story was totally fascinating and great material for a film," says Tana. "Georgiana was a true original, very smart and, in a way, a precursor of the modern liberated woman. I was fascinated with how Georgiana struggled with her contradictions and the different parts of herself, which make her very surprising. To me, the contemporary parallels are extraordinary and I think it’s a story that resonates as much today as then."

She continues: "I was lucky to be in a privileged position to be able to get the rights, because Amanda was a friend, but I think she also liked the vision that I had for the project." That vision involved honing in on the most volatile period in the Duchess’ life – which began with her mismatched yet life-changing marriage to William Cavendish, the 5th Duke of Devonshire, in June of 1774 – when she was just a naïve 17 year-old -- and continued through her shattering banishment after giving birth to her lover’s child.

"I saw it as the timeless story of a marriage, the story of a woman trying to figure out what love means in her own heart," explains Tana. "What’s so appealing about Georgiana is that you realize that people have had the same problems forever. She was a woman looking for love, perhaps in all the wrong places, and she was also a woman who made great sacrifices for her children. So the idea was to tell her story in a modern way that really resonates now."

Joining with leading producer Michael Kuhn, whose credits range from BEING JOHN MALKOVICH to KINSEY, Tana began developing the material further. The screenplay, by Jeffrey Hatcher, Anders Thomas Jenson and Saul Dibb, compressed the most dramatic moments from the Duchess’ life into a cinematic experience that delves into the delicate balance of power between four people – each in love with someone forbidden to them. Foreman was admiring of their approach. "While the book is a literary journey, the film is about an emotional journey. What they have ended up producing is both compelling storytelling and faithful to the book and to Georgiana’s life," Foreman says.

Throughout the process of developing the screenplay and later on the set, Foreman’s extensive knowledge of Georgiana and the times in which she lived continued to be invaluable. "Amanda was a great sounding board all along the way," notes Tana, "because she knows these characters so well. When you talk to her about them, it’s as if she’s channeling them right there before your eyes."

Once on the set, Foreman found her breath taken away by seeing the characters to whom she had grown so close come to life. "When I saw that a whole world had been recreated out of my book, I actually started to cry," she recalls. "I couldn’t believe that a work I had devoted my life to for seven years had been brought to life so beautifully."

At the outset, however, the producers knew that creating such an almost surreally lavish world in an alluring and fresh way would not be simple. They searched for a director who would relish such a task, ultimately taking a risk on Saul Dibb, a young, up-and-coming British director who came to the fore with the indie award-winner, BULLET BOY, and went on to direct the television series based on Alan Hollinghurst’s novel, The Line of Beauty. It wasn’t so much what Dibb had done, however, as what he envisioned, that caught the producers’ attention.

"He said all the right things," recalls Tana. "He had the same approach to the film as we did, which was to make a non-period kind of period film. We knew he was going to be someone who would make the story fresh and sort of shake it all up and that’s what we were looking for."

Dibb saw the story as transcending its times – as a scandalously contemporary love triangle unfolding in a world unlike any other, where aristocrats live amidst unimaginable splendor and unrelenting social rules. "I wasn't looking to make a period film, but this felt completely unlike all those British period films that I grew up on," he notes. "It’s more of a complex and dark story about a woman trapped in an arranged marriage. It felt much more emotionally powerful than something that was just a nostalgic view of English life, a trap which I feel a lot of period films fall into."

To get to the emotional heart of Georgiana’s story, Dibb drew first from his early days as a documentary filmmaker in search of raw truth – and only then delved into the task of authentically creating Georgiana’s world. "I was interested in making this seemingly unreal world as real as possible, so I wanted to strip away all those layers that could distance us, as viewers, from their lives, be it the language, the settings, the costumes or the make-up -- and just try to cut to the chase of revealing the Duke, the Duchess and their lovers as people in these complex relationships," he says. "The most important thing of all was to create something as emotionally true as possible – something that was powerful but also intimate and revealing of who Georgiana became during this remarkable marriage."

KEIRA KNIGHTLEY AS THE DUCHESS OF DEVONSHIRE

In a time long before photography and paparazzi, before internet gossip, before the very idea of celebrity was born, the Duchess of Devonshire became more famous than anyone had previously imagined – renowned not only for her beauty, which was said to be legendary, but her intelligence, charm, wit and insatiable lust for life.

She was born into wealth and the duty to marriage that came with it. The daughter of the first Earl Spencer, she was matched to the Duke of Devonshire when she was barely more than a child. Soon thereafter, the Duke's vast wealth and power brought her to the attention of the public and she became the new glamour queen of fashionable society – imitated, admired and gossiped about in the streets, alternately fawned over and cruelly caricatured by the press. Yet, even as she became adored by the multitudes, she was privately suffering. Ensnared in a loveless marriage with no escape, she was forced to watch her husband cavort with her best friend, Lady Elizabeth Foster, and then became tangled up in her own illicit love affair, which was star-crossed from its first feverish moments.

While her love life and her scandalously "unladylike" behavior soon joined her beauty and fashion-forwardness as topics of conversation throughout England, the Duchess also became one of the most politically powerful women of the age. She worked tirelessly to campaign on behalf of the forward-thinking Whig Party and was hailed as one of its most important leaders. A true renaissance woman, she was also a novelist, poet, musician, amateur scientist and patron of the arts. Though she was celebrated as the ultimate woman of her times, she was also a harbinger of the modern woman – right down to her battle to find love on her own terms.

Says Amanda Foreman of Georgiana’s modern appeal: "Georgiana was, in a sense, a cross between Marilyn Monroe and Lady Diana. She was star and a celebrity but she was also an immensely tragic figure, incredibly shy inside, but desperately seeking attention. Like these other women, she was trying to define herself while all the men around her, especially in the press, were trying to define her in ways that she didn’t recognize. One of the aspects of Georgiana’s life that makes it so relevant today is that she had to live through all of these events under the intense glare of public scrutiny."

To play Georgiana, the filmmakers knew they would need someone who could naturally project her much talked-about allure, as well as embody the many sides to her personality, both public and private. A name that came up early on was Keira Knightley, whose own ethereal beauty and style is matched by an impressive cinematic pedigree. Knightley was Oscar®-nominated for her role as Elizabeth Bennet in Joe Wright’s adaptation of PRIDE AND PREJUDICE and more recently garnered a Golden Globe nomination for Wright’s epic screen version of ATONEMENT.

Says Saul Dibb: "Keira embodies quite a lot of the same characteristics as Georgiana. She's incredibly bright, she's beautiful and I think she has a unique insight into this woman who was one of the first celebrities. There's a vulnerability to Keira, but also an open and passionate side. She's very well read and really understood the political concepts that the Duchess was arguing for. We knew it would be quite hard to find someone who’s got all those things rolled into one, but Keira does."

Most of all, Dibb felt that Knightley would be able to take audiences into the past in a very vibrant and contemporary way. "The main challenge of the film was: how do you get the audience to engage with a very wealthy, beautiful young woman from the English upper class of 200 years ago? How do you get them to let go of their preconceptions about people like that and begin to identify with a life that seems, at least on the surface, so different from their own? I think that Keira does that brilliantly."

Once Knightley read both the script and Amanda Foreman’s book, she simply could not resist the character of the Duchess. "She’s a wonderfully strong female role, an extraordinary and very alive woman, and I think any actress would relish playing Georgiana," she says. "She’s a dreamer and an idealist who is suddenly stuck in a marriage with a husband who is the very opposite of that. The Duke is someone who shows no emotions. Georgiana is an incredibly emotional, passionate woman, and it seems there’s no clear way out of this complicated relationship. But, for everything Georgiana goes through, she actually finds a way to eventually triumph over things and regain power in a time when women had so little."

Diving more deeply into the role, Knightley pored through the Duchess’ preserved letters and analyzed the numerous famous portraits of Georgiana from the period. The more she learned, the more she became fascinated by the great gap between Georgiana’s private and public lives. "What’s interesting is that the less attention she gets from her husband, the more she craves attention from the entire world," the actress observes. "I think a part of her loved being the center of attention, having her every move commented upon, but then it turned quite nasty."

She was also intrigued by Georgiana’s deep involvement in the politics of the day – a reality which shatters the passive image of 18th Century women. "I think Georgiana is one of the first examples of a women using celebrity for political gain," she notes. "She knew if she threw a party or turned up at a rally, there would be people writing about it and gossiping about it. It’s quite fascinating because you can draw huge links to today’s celebrity culture, which we think is a modern phenomenon, yet it was actually going on in the 1780s."

Dibb was impressed with all the intense research Knightley put into the role. "Keira was willing to put a lot of herself and her thoughts into trying to understand this woman and trying to embody her whole story," he says.

Having read all about Georgiana’s unusual marital challenges – namely the relationship between her husband and the woman who was both her best friend and his lover -- Knightley knew it was going to be exciting to recreate them on the screen with Ralph Fiennes. "Ralph was just wonderful and the thing we both wanted to do was to make sure no one looked like the villain in this," she explains. "The way we looked at it is that it was a case of two personalities that really didn’t mix. In the beginning neither of them knew if the marriage was going to work, but it soon became clear they were two people who just kept missing one another."

She was equally smitten with the idea of working with Dominic Cooper as Georgiana’s one true love, the fervent politician Charles Grey. "I love the storyline of Charles Grey – it’s heartbreaking and completely fascinating," says the actress. "Georgiana was a woman who had never experienced love until she met Grey. Suddenly, here is this man who is right for her in every way – he’s passionate for politics, for life, for Georgiana -- and yet she can’t be with him. Dominic was fantastic in the role." Knightley’s transformation into Georgiana was heightened tremendously once she arrived on the set and began performing in full costume – flaunting the Duchess’ trend-setting styles, including her three-foot high towers of hair and her glamorous gowns. "I’ve done period before but nothing could have fully prepared me for this," she laughs. "Some of the wigs were so heavy, I couldn’t even lift my head! People kept shouting ‘timber!’ as I walked past."

Foreman wasn’t surprised to see Knightley leap so completely into Georgiana’s reality. "I think Keira was really able to relate to her," says the author. "It was amazing to watch Keira keep her composure when the paparazzi was on her 24 hours a day, seven days a week – because this is something that Georgiana experienced, too."

RALPH FIENNES AS THE DUKE OF DEVONSHIRE

At the age of 17, Georgiana Spencer was married off to William Cavendish, who would soon become the 5th Duke of Devonshire, largely viewed as the most powerful position in England outside of the King. Cavendish was also one of the wealthiest aristocrats in the world. He was said to be tall, handsome and quite intelligent but he was also renowned for being cold and passionless. As the politician Nathaniel Wraxall wrote at the time, "his manners [were] always calm and unruffled. He seemed to be incapable of any strong emotion."

From the start of her marriage, this is also what Georgiana experienced, though she held out hope that his stoic façade would ultimately crack. As it turned out, it would, but not for her – but instead for Georgiana’s best friend, Bess, who in a stunning act of betrayal would simultaneously become the Duke’s mistress, and the fragile link keeping Georgiana in the Duke’s good graces.

Right at the outset there was only one name that arose for the role of the Duke: two-time Academy Award® nominee Ralph Fiennes, whose many unforgettable roles have ranged from a concentration camp commandant in SCHINDLER’S LIST to the professor turned game show celebrity Charles Van Doren in QUIZ SHOW to the burned man in a World War II villa in THE ENGLISH PATIENT to the terrifying Lord Voldemort in HARRY POTTER AND THE GOBLET OF FIRE.

"He just was the Duke and there was nobody else actually," states Gaby Tana. "I don’t think Ralph was looking to do another period drama and he took more convincing than anybody, but we were determined to convince him to do it."

Saul Dibb explains why he felt an actor of Fiennes’ consummate skill was needed to make the Duke feel alive and true. "The Duke could very easily have become a two-dimensional character," he says. "He could have become a cartoon villain of repressed aristocratic male Englishness and when I sent the script to Ralph that was his big worry. But we talked about how we weren't going to go for all the obvious things, how there would be the freedom to try and understand this man, and who he was beyond this kind of enigmatic figure, and that interested him. With Ralph, we knew he would avoid going for the obvious in every scene and every choice he made would be about making the character and performance more subtle and more layered."

Fiennes also made for a wonderful contrast with Keira Knightley. "It was absolutely key to find two people who naturally had the strange kind of chemistry that the real Duke and Duchess obviously had. When Keira and Ralph first appeared together for the screen test, they completely embodied the parts and I got a tingle of excitement," says Dibb.

For Fiennes, the challenge of the role would be allowing the emotionally cool Duke to be as human as the fiery Georgiana. "In the story, he’s emotionally constipated, rather cold, unemotional and quite cruel, but he’s a man of his time," he says. "So there are certain values that he holds to, and we have to understand those values and not pre-judge them, which I thought was a good starting point. I thought this is a man who probably does feel quite deeply down somewhere, but he’s holding on to a code of behavior and belief that he sees as important. It’s very easy to box him in and label him but I think my job playing him was to see him through the values of his own time and play that quite strongly."

Like Knightley, Fiennes did his research, although there was far less to be read about the Duke, history having largely reduced him to a footnote in her story. Notes Dibb: "You would go into Ralph’s trailer and there would only be pictures of 18th Century dukes on the wall and he'd only be listening to music from the period and I think that really helped him to reflect what it was like to live then."

For Fiennes, gaining a deeper understanding of the Duke and why he behaved in the way he did was essential. "I read the Amanda Foreman book which is fantastic, but in it the Duke remains enigmatic, so I also read another couple of books and managed to find a bit more about him. He was very contained and never very expressive or demonstrative socially, but people who knew him said he was incredibly informed and knowledgeable and his opinion about something was always considered the final word."

To bring out this side of the Duke while also revealing his lack of ardor for his increasingly famous wife, Fiennes had to work very closely with Keira Knightley, something he greatly enjoyed. "I’m very impressed by her spirit and how present she is and her dedication and her discipline," he says. "She combines her sweet nature as a person with a focus, discipline and a wonderful emotional interior range. She was a pleasure to work with".

CHARLOTTE RAMPLING AS LADY SPENCER

The person who has the most to gain from the marriage of Georgiana to the Duke of Devonshire might well be her mother, Lady Spencer. Herself a deeply intelligent and ambitious woman, Margaret Georgiana Poyntz Spencer tried to coach her daughter in the ways of being an indispensable wife and social hostess – but even she could not have foreseen the circumstances that the young Duchess would find herself embroiled within.

To play Lady Spencer, the filmmakers sought an actress with an iconic quality, which brought them to Charlotte Rampling, the English-born actress who has been one of Europe’s leading actors, most recently doing award-winning work in François Ozon’s SWIMMING POOL and Dominik Moll’s LEMMING.

Rampling was intrigued by the complexities of this mother-daughter relationship. As Ralph Fiennes did for the Duke, she found herself trying to understand Lady Spencer’s behaviors, which were borne of her times, when women had to maintain a certain subservience in order to gain any power. "From the Spencers’ point of view, this was a most remarkable marriage and it was everything that a family sought in that period: a powerful union with an even more important family," she explains. "For a mother, one of the biggest influences she could have is how well she could marry her daughter."

Still, Lady Spencer clearly understood that her daughter was a very special woman. "I think Lady Spencer admired her daughter’s spirit and her desire to live differently – but at the same time, she was very aware that certain conventions had to be obeyed if you wanted to maintain society’s acceptance, which was essential for the Duchess," Rampling says. "I really wanted to give Lady Spencer more dimensions, so that she’s not just seen as trying to control her daughter, but as someone with a keen understanding of what it meant to be a woman in the 1780s."

Rampling loved inhabiting the extraordinarily elegant,18th century aristocratic world. "I was completely fascinated by what they wore, how they displayed themselves, with all the beautiful houses that were so full of people yet at the same time sort of lonely," she says. "It was an incredibly privileged way of life, which was a lot of fun to imagine."
But most of all, she enjoyed working with Keira Knightley, with whom she had to develop such a distinctive on-screen rapport. "Keira was a wonderful collaborator and there was a real feeling of camaraderie with her," says Rampling. "As Keira portrays her, Georgiana is a free-thinking, brave woman who simply will not give in."

HAYLEY ATWELL AS LADY ELIZABETH FOSTER

Early in her marriage to the Duke, Georgiana made a wonderful new friend: Lady Elizabeth Foster, known as Bess, a rare divorcée in those times, with whom the Duchess would become inseparable. They shared much in common, including their love of life, their independent streak as well as an irresistible beauty. Indeed, the historian Edward Gibbon referred to Bess as the most seductive woman he ever knew, and she was said to have had affairs with a number of prominent dukes and counts across Europe.

This seductiveness would not go unnoticed by the Duke, who would become utterly entranced by her, much to the shock and jealous agony of Georgiana – who would ultimately be forced to tolerate an unusual arrangement between them, with Bess also bearing the Duke children during the period they all lived together. Bess, too, would be torn between her best friend and her lover. She once wrote of the two: "She is the kindest, dearest, most beloved of friends, and he is and must be ever the soul of my existence."

Eventually, after living with the Duke for more than 25 years as his mistress, Bess would become the Duke’s second wife three years after Georgiana’s death.

It was director Saul Dibb who thought of rising actress Hayley Atwell for the role. "I’d worked with Hayley before on "The Line of Beauty" and felt that she was perfect for Bess," he says. "Hayley is someone people warm to easily and she’s very attractive but she’s also got a devilish charm. You can understand how both Georgiana and the Duke could be attracted to her in their own ways. Also, with Bess, you want to feel you're not always sure what her plan is and Hayley’s a great actress who’s able to hide what's going on behind her eyes."

Atwell, who also just played Julia Flyte in the screen adaptation of BRIDESHEAD REVISITED, was excited to take on the role, having been moved by the script. "I loved the story, all the more so because it is true," she muses. "Bess is someone who could so easily be seen solely as devious and calculating, but I found a book called Elizabeth and Georgiana that really explored Bess’ personal life in a heartfelt way. I was able to sympathize with her a lot more, because I began to see her as a very complicated and troubled woman who is trying to survive in this society and to do what she has to for her children and I thought that was wonderful."

Despite their love triangle, Bess at times is able to serve as a diplomat between the Duke and Duchess. "I think Bess had great love and sensitivity towards Georgiana, but she also could understand the Duke and so she became the mediator between them," she says. "It was this very complicated relationship, and yet it lasted for 25 years."

Atwell was thrilled at the opportunity to work so closely with both Keira Knightley and Ralph Fiennes. "Keira and I were constantly exploding into fits of giggles and at the same time, her work ethic and her focus are extraordinary. She’s a woman of great integrity and she’s a great laugh," says Atwell. "Ralph was terrifying because he has such remarkable power and stillness and he’s so regal, at times you think, ‘are you Ralph or Lord Voldemort?’ He has a fierce commitment to this craft and it was a great privilege to work with someone of his incredible ability."

DOMINIC COOPER AS CHARLES GREY

Though the Duchess comes to savor her adoration by the teeming masses, she doesn’t know what true romantic love is until she meets the man with whom it seems she was destined to be with: Charles Grey, a rising young, idealistic politician who was known as both exceedingly handsome and one of England’s most eloquent public speakers. It was Grey’s passionate leadership that would ultimately help to abolish the African slave trade in the British Parliament. Later, he would become Prime Minister and so popular he would be memorialized with the tea known as Earl Grey. Yet as perfect as Charles Grey might seem to be for Georgiana, he will lead her into an even more dangerous tangle with her husband the Duke.

To play the man whom Lord Byron once remarked had a "patrician thoroughbred look . . . I dote upon," the filmmakers ultimately chose Dominic Cooper, whose lead role in the screen adaptation of THE HISTORY BOYS made clear his charisma. The deal was sealed when he read with Keira Knightley. "They had the perfect chemistry and it was just ‘yes, he’s the man’," recalls Gaby Tana.

For Cooper, the freshness of his character’s love story was the attraction. "It’s a relationship full of youth and desire. Georgiana has no idea what love is when she’s forced into marrying the Duke. But with Charles, suddenly everything is explosive, exciting and exhilarating," he observes.

He was also excited to have the opportunity to play a man known as a brilliant orator. "Doing his speeches was a really enjoyable acting moment," he says. "I’d never done anything quite like it before and it was great to deliver dialogue that someone is truly passionate about, that was aimed at getting a reaction out of people."

"What I love most about Grey is that he knows exactly what he wants politically and how to get it, but he takes this tremendous risk to be with Georgiana. He knows the Duke could finish him, but it doesn’t matter to him," he says. "That’s what I wanted to get across: how urgently these two people who weren’t allowed to be together wanted each other. Charles would remain a very popular and successful politician, but he never got the girl he loved."

RECREATING MAD GEORGE’S ENGLAND: THE DESIGN

Georgiana Spencer married the Duke of Devonshire in the midst of one of England’s most fascinating and rapidly changing times. The reign of King George III was marked by wars and revolutions (including the American Revolutionary War and the French Revolution), battles between the King and the Parliament, the rapid rise of literacy, the beginnings of the industrial world, the end of British slave trade, and ultimately the insanity of the monarch himself. In the middle of all this, the youthful Duchess was able to play her own indelible part in the changing politics of the day.

To capture this world – the last hurrah of the great aristocrats – director Saul Dibb recruited an artistic team that includes Hungarian-born cinematographer Gyula Pados (EVENING), production designer Michael Carlin (THE LAST KING OF SCOTLAND, IN BRUGES) and costume designer Michael O’Connor (BRICK LANE, THE LAST KING OF SCOTLAND).

With this crew, Dibb sought to forge a mix of authentic locations and vibrantly modern filmmaking style. The decision was made early on not to create soundstage sets, but rather to shoot in real, historical houses to create a more naturalistic feeling that defies the period setting. Ultimately, a number of magnificent 18th Century country houses were used to reconstruct the Devonshire houses and other sets, including Kedleston Hall in Derbyshire, the Bristol Old Vic theatre, the Bath Assembly Rooms, Holkham Hall in Norfolk, Osterley Park, Greenwich Naval College and Somerset House in London. The production also shot at the massive Chatsworth House, the authentic seat of the Dukes of Devonshire, where Georgiana Spencer and William Cavendish once roamed the halls.

Finding a fresh look for these ancient locations was a challenge that fell to production designer Michael Carlin, whose recent films include THE LAST KING OF SCOTLAND and the thriller IN BRUGES. Explains Gaby Tana: "It was quite hard to find completely unused locations that would still work for the 18th Century, but Michael Carlin managed to make all the locations look like we haven’t seen them before. It was very exciting."

Carlin brought his own vision of the late 1770s to the production, aiming for a leaner, sparer look that emphasizes human interaction. "Everything is very clean, very sparse, so it’s sort of a modernish 1770, using a lot of Robert Adam architecture," he explains, referring to the neo-classical architect and interior decorator whose elegant style would soon become popular in the fledgling United States of America.

The biggest challenge of all the locations was to re-create Devonshire House, the Duke and Duchess’ main London residence, which is no longer in existence. This involved combining rooms at Kedleston and Holkham Halls for the interiors, while the exterior was shot at Somerset House in London. Explains Dibb: "Devonshire House was known as this big, austere, slightly prison-like fortress and the best way to re-create that was to put together a few houses. The first is Kedleston Hall which has an extraordinary ballroom and a particular kind of look, and we put that with Holkham Hall in Norfolk.

Although they are by different architects the style is the same, so we were able to create this austere, but beautiful bachelor pad for the Duke. It was a very specific look."

Carlin was especially excited to be able to use the three-story stone mansion at Kedleston Hall, a remarkably well-preserved example of Robert Adam’s Palladian design, which set exactly the kind of authentically grand yet almost-modern tone Dibb was after. "Kedleston Hall was one of the great jewels of the production," says Carlin. "It’s arguably one of the most intact of Adam’s houses in England."

Working in these updated country homes, Carlin’s team faced the unending challenge of switching out electrical lighting for candles and massive chandelier candelabras. "There was an enormous amount of time and work spent on the structural engineering of how we could hang huge chandeliers, especially when you’re working in homes where sometimes things haven’t been moved in hundreds of years," notes Carlin. But imbued with a deep respect for the history around them, the team was able to pull it all off.

Ultimately, the heady atmosphere of shooting in such extravagant country houses – decorated in tasteful, judicious amounts of what Carlin calls "18th Century bling" -- became a constant source of inspiration for the cast. Ralph Fiennes explains, "To have the actual fabric of the times around you is fantastic. When you are surrounded by real bookshelves, corridors, paintings, gardens, vistas, ceilings, decoration, all those little things, you soak them up. Just feeling the space people walked in – the heights of ceilings, the way double doors open -- does something to you imaginatively. It’s all instinctive stuff, but I think you take on the confidence and the assurance of these sorts of places."

Knightley summarizes: "It makes a huge difference actually being in the houses, and it’s very different than being in the studio. You really get a sense of where these people were, of the scale that they lived in and the feeling of their reality – not to mention that they are absolutely stunning."

Equally stunning were the Duchess’ clothes, which were one of the film’s most essential design elements, reflecting Georgiana’s penchant for constant fashion innovation. A consummate trendsetter, she introduced many new styles to England, including the three-foot high hair tower (which notoriously took several hours to arrange), the drooping ostrich feather, the Turkish look and the muslin gown–and the press reported her every new frock with fervor. Lady Louisa Stuart once wrote of the Duchess: "I don’t think I ever saw new fashions set in with such a vengeance."

Costume designer Michael O’Connor was drawn in by the challenge of working with a fashion legend. "The Duchess is a fashion icon and I’d never done this period so I was very interested to see what could be done with it," he says. "I also knew that Saul wanted it to be a more intimate look at relationships rather than about sweeping history, so I was very concerned about reflecting the characters."

O’Connor poured through the available research, noting any anecdotes about Georgiana’s clothing in the Foreman book and gazing upon the portraits painted of the Duchess, including the famous masterpiece by Thomas Gainsborough. He also looked to portraits of Marie Antoinette, another fashion leader of the times, whose style was said to have influenced Georgiana.

Yet Keira Knightley’s clothes – which included some 30 different gowns -- had to do more than just reflect the Duchess’ unerring stylishness; they also had to reveal something of her inner being. To do this, O’Connor and Dibb talked about dividing the Duchess’ outfits into three distinct periods – starting with her naïve youthfulness as the new Duchess, then as the celebrity who was fully in control and finally as the betrayed Duchess who had to relinquish so much to survive. They also made a clear delineation between how she might dress at home versus how should would dress in public. "She was someone who used clothing for the effect, who understood she was on display," notes the designer. "But at home she would have been more intimate, much less flamboyant."

Flamboyance, however, was the order of the day for some of Georgiana’s most public moments, especially the Bath Ball. "It has been mentioned that her fashion was the talk of the ball so that was one of her more outré outfits," notes O’Connor. "She’s got the big feathers and she’s wearing the strongest color she wears in the film, which contrasts with the marble background and the other costumes, so she really stands out. She was one of the first to wear those big, big feathers, which became one of the most important fashion styles of the time, so we really emphasized that."

Some of Knightley’s more lavish gowns were so massive, her trailer had to be enlarged just to accommodate them. But O’Connor says he couldn’t have asked for a better collaborator. "Keira was amazing to dress, there’s no two ways about it," he says. "She works with you and there’s almost a kind of revelation from her, something even more than you imagined when you created the costume."

Also key to O’Connor’s costume design was contrasting Georgiana with her best friend and marital rival, Bess. "I wanted there to always be a strong visual distinction between them," he says. "Keira starts off in very pale colors, whereas Bess is very dark. When they join together in a sisterly way, they both are seen wearing white dresses. By the end of the movie, Keira leaves the story dark and Hayley leaves the story light and pale, reflecting that she has overtaken the role of the Duchess."

He further created an interplay between Knightley’s and Charlotte Rampling’s costumes. "As mother and daughter, they had a lot of similarities and I thought there would be certain similarities in their style," he explains.

When it came to the Duke, O’Connor, like Fiennes, wanted to emphasize his humanity and his social awkwardness by making his outfits just a little different from the men surrounding him. O’Connor worked very closely with the actor to match the tenor of the costumes to the richness of his portrayal. "Ralph was very interested in the etiquette of the times and he knew that shape and fit was very important in that era so we spent a lot of time getting the shape and the length of his waistcoats absolutely right," O’Connor says. "Ralph was involved in every aspect of the Duke’s clothes."

Also working closely with O’Connor was hair designer Jan Archibald, who took on one of the film’s most intriguing challenges: the Duchess’ soaring, sky-high wigs. Says Archibald: "The wigs had to be very special, a little outrageous and yet tasteful."

The most remarkable of the wigs is seen at the Bath Ball, where Georgiana first displayed her famously towering head-piece. Since no photographic evidence exists – only anecdotes -- the hair designers used a mix of historical knowledge with a dash of whimsical imagination. "We knew that the Duchess was known for being extravagant and a leader in fashion so we made it as extreme as possible," explains Archibald. "It was quite uncomfortable to wear, but you’d never have known it to watch Keira. She was smiling and dancing and looked quite stunning."

Knightley acknowledges that working -- quite literally -- with an enormous weight on her head was a challenge, but says it was one that further helped her to embody Georgiana in both her vibrant spirit and her perilous romantic dilemmas. She summarizes: "The wigs were difficult, but it kept me in mind of these extraordinary times in fashion and culture, so very extreme and daring – and that Georgiana loved being at the center of it."