Keira Knightley quickly became a star on the strength of the charming 2002 film "Bend It Like Beckham," as well as her appearances in the subsequent "Pirates of the Caribbean" movies.

But since then, we've all been waiting for her to make that Great Leap Forward in her career, where she goes from appearing on magazine covers to becoming a really compelling actress.

"The Duchess" isn't quite that big of a career progression. But it is an encouraging step forward for Knightley, whose credible performance is definitely one of the best things about this handsome looking-but-inconsistent biographical drama.

She stars as the title character, the 18th-century Duchess of Devonshire, real name Georgiana Cavendish.

This version of events examines her arranged marriage to the Duke of Devonshire (Ralph Fiennes). The emotionally aloof Duke makes clear his desire to have a male heir up front and seems to have little other interest in his new bride.

So to make up for that, Georgiana becomes involved in politics and runs in prestigious social circles. However, she's unable to produce the desired offspring for the Duke, who begins having an affair with her best friend, Bess Foster (Hayley Atwell).

That, in turn, leads to Georgiana to having an affair with her childhood friend, the rising politician Charles Grey (Dominic Cooper from "Mamma Mia!").

The script, courtesy of three credited screenwriters (including director Saul Dibb), basically states that the well-liked Georgiana was one of the first true "celebrities." There are even a few, quick allusions to tabloid journalism and paparazzi that hit home. Especially when you consider that Diana Spencer was a descendant of hers.

However, it's really the performances that hold our interest. This might be Knightley's best work to date, and she more than holds her own with the always-solid Fiennes, whose expressive eyes say more than his character does in the film.

"The Duchess" is rated PG-13 and features some sexual content (simulated sex, some overheard), suggestive language and references, brief, partial female nudity (as well as some nude artwork), scattered mild profanity and brief domestic violence (some of it sexual in nature). Running time: 105 minutes.

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E-MAIL: jeff@desnews.com